Transformers: Earth Mightiest Heroes
by comicfan22
Summary: What would happen if the Avengers and the Transformers came together for the fate of the universe? Find out here! Note: This story takes place in the Marvel Universe known as Earth-2290, which is similar to Marvel Earth-199999 Also known as the Marvel Cinematic Universe except with the combo of the Transformers Movie and a few minor changes .
1. The Beginning

**Disclaimer: I don't own the rights to Marvel or Hasbro so I'm not profiting off of this story. This story is made based on the movie series of Transformers (1, 2, and 3) and Marvel's The Avengers. The plot is created by me. This publication is for the entertainment of Marvel and Transformers fans everywhere. "The Avengers'' are property of Marvel Inc. and Transformers are properly of Hasbro. There are a few OC in this story and they are not in association of Marvel or Hasbro and those OC are owned by me. Hope this disclaimer satisfies the officials at Marvel and Hasbro. Now that the legal part is out of the way, let's get started.**

Prologue: _This story takes place a year after the Battle of Chicago (Transformers: Dark of the Moon) and two months after The Battle of New York (Marvel's The Avengers). After looking deeply though all three Transformers movies and the newly released 'The Avengers' I figured that there could be a team up with NEST and S.H.I.E.L.D. Please don't be too negative on my story because this is my first story, but all comments are appreciated. I hope all of those who read this will enjoy this nice awesome team up. Now with the explaining stuff done, let's get to it! _

Chapter 1: The Beginning

Narrator: Before time began, there was the cube. We don't know where it came from or the power it contains, but what we do know is it can create world and fill them with life or take it away. The keeping of the cube created the war, a war that slowly destroyed our home planet and send it far into the stars. After searching for the cube for many eons, we discovered it on a faraway planet called Earth. But now with the All-Spark lost forever and our foes, the Decepticons, beaten, we believed that our war has finally ended, but we were wrong….

(Date July 9, 2012 Time: 7:00 AM [EDT] Location: New York City)

It was a quiet Monday morning in the Big Apple when the sun starting to rise from the east over the harbor. But New York has seen its better days since the battle a few months prior. Cleanup of the city was slow going due to many of the buildings either being majorly damaged or destroyed all together. The streets were still scarred by craters caused by blasts of laser shots. Everything was still when a sound started to fill the air, a sound of rockets flying by the tall buildings. It was no other than Tony Stark AKA Iron Man flying through downtown heading back to his building: Stark Towers. Stark Towers was still being rebuilt due to the battle with Thor and Loki and Loki and Hulk, but right where the name 'STARK' should be still stood a big letter 'A' symbolizing the team of heroes that saved the city and the world from Loki's army.

As Tony lands on the landing pad outside of the tower, part of the pad rises up and engulfs him with long arms unscrewing bolts on his suit and taking off his armor one piece at a time until there was only himself left. Tony walks over to the bar like he always does after getting out of the suit with his hair a bit messy because he likes it that way, his full-one beard and goatee with a little part shaved off near both edges of his mouth, his Black Sabbath t-shirt that he likes to wear with the small chest arc in his body to allow him to not only use the Iron Man suit but to keep him alive, and his black jeans with black shoes. When he reaches the bar, he grabs one of the glasses and pours some of his special liquor that he loves when a beep came through the intercom around his penthouse.

"Welcome back Sir, I see that you made it home in one piece." The voice said.

"Good morning JARVIS, and yes I'm all here, more or less." Tony responded, JARVIS was Tony's personal computer 'butler' so to speak.

Tony also replies, "What's the status of the new suit's completion?"

JARVIS replies, "Suit completion is 79% and should be ready to test in about 24-48 hours." The new suit is the MK VIII which is like the MK VII except with a few minor addictions and modifications including greater thrust, more firing weapon, and quicker assembly time.

"Perfect." Tony said, as he took a slip of his drink as another beep came across.

"Sir," JARVIS said, "There is a delivery for you in the lobby, shall I tell them to deliver it up to the Penthouse?"

"Yes, tell them to bring it up here." Tony said.

A few minutes later, 2 big men with blue overalls and red hats came through the elevator for guest because Tony doesn't like for people other than himself, Pepper, or Rhody to use his personal elevator especially when last time somebody spilled coffee on the elevator rug and he wasn't too happy about that. They push the big crate over to the middle of the penthouse. They grab their crowbars and pop the cover off and move it to the side. In the crate was a new 65 inch Sony plasma screen TV that Tony had ordered for himself, of course.

"Ah.", Tony exclaims, "My new TV is here! Put it over the fireplace and be careful, anything you break, you pay double for it." After a few minutes of installing the new TV, it was hanging on the wall, ready for Tony's personal use. The 2 big men walk back to the elevator and left the building but as they left, they had an evil look on their faces like one that you know you can't trust as they got into their van and drove off.

(Date July 9, 2012 Time: 8:00 AM [EDT] Location: NEST HQ, Washington DC)

It was a quiet morning around NEST HQ; of course it has been not as active since the fall of Megatron and the Decepticons about a year ago during the battle of Chicago. Optimus and the other Autobots were going around the world to check up on any foreign activity and once in a while, sightseeing of the world they called home. But there was one Autobot that was still at the base: Arcee. You see, Arcee was heavily damaged during the battle of Egypt many years ago while both of her sisters, Chromia and Elita-1 fell (sorry to all the Transformers fans about Elita). She was still weak in some parts but she was about ready for battle again. Her scratches were mostly healed and you can see the shining of her light blue armor though the light from the lamps around the base. For the moment she was working around the base trying to get back into form not to mention helping out anyway she can.

While on her daily walking routine, an alarm started to sound all around the facility. All the workers ran to their stations to see what was causing the alarm to sound.

"What the hell is going on here?" a voice cried out. This voice was Captain William Lennox running towards the computers to see what is causing this alarm.

"We are detecting some life energy, Cybertronian in origin near New York City.", one of the workers said.

Lennox asked, "Autobot?'

"Can't tell for sure but there are two of them near 42nd Street and there is a faint one in Stark Towers also there is one about 30 miles from the other signals."

"Then that isn't Autobot, Scrap!" Lennox said to himself, "They're back again, but who is leading them?"

(Meanwhile back in New York City)

An F-22 flights above the city with a very mean looking pilot. But this pilot was looking very shivery like he is not even there. The jet looks like any other F-22 except with a very menacing symbol on its nose, a symbol that was dark purple and scary. If you listened to the thrusters closely during its flight, you might have heard laughter from it.

"_Those fools_," a voice say from its console. "_If only they know what will be coming soon enough._" The jet flew away towards Stark Tower.

**Author's Notes**

**Who is this mysterious jet?**

**Is Tony going to love his new TV?**

**Will Lennox find the mysterious sources of life energon?**

**Stay Tuned to find out**

**Also please comment on this story**


	2. The Uninvited Guest

**Disclaimer: I don't own Marvel or Hasbro. Thank you.**

Chapter 2: The Uninvited Guest

(Date: July 9, 2012 Time: 12:00 P.M. [EDT] Location: Stark Towers)

Tony was sitting around his penthouse working on the designs for a newer version of the Arc Reactor that powers Stark Towers when a beep came through the intercom.

"Sir," JARVIS informed, "Director Nick Fury of S.H.I.E.L.D. is on the telephone."

"_Great._" Tony thought to himself, "_What does one-eye want?_"

He picks up his video phone and on the screen was an African-American man that was bald and had an eye patch over his left eye with a scar below that eye.

"Hello, Fury." Tony answers, "How may I help y…"

"Stark!" Fury said in a booming voice, "We need you at the Helicarrier ASAP! We are detecting foreign activity around the city."

"I'll be right there, Director." Tony said as he walks to the suit assembly area but not until he had one more drink. When his suit was fully on, he activated his thrusters and blasted towards the east.

About a few minutes of quietness in the penthouse, the TV starts to make weird noises. Then it turns itself on with strange symbols on the screen and it was moaning like it was trying to talk or something. Then the TV starts to do something, like it was turning into some kind of being. The TV starts to transform from a big screen TV to a bird like robot with long wings, sharp talons, and a beak that can break though anything.

The creature drops off the mantle and starts to walk very stealth-like across the penthouse, looking every direction, making sure that he was the only one in the penthouse, until it found Tony's computer. One of its wings turns into a spear like shape and the creature places it into the hard drive and starts to download information. After a few seconds of downloading, an alarm started to blast.

"Warning, Warning!" JARVIS exclaims, "Foreign device detected! Initiating anti-virus software protocal!"

The creature wasn't fazed with this alarm and kept going. It was determent to find its target, which we don't know yet.

"Warning, Warning, anti-virus program disable, all systems shut..ti…ng…..d…o…..w…n…..!" JARVIS said as his system went down.

The creature gave a squawk after he found what he was looking for, on the screen was a picture of a staff with detailed information about it and the location of said item. He downloads the information and after he was down, he pulls out his spear arm and it transformed back into a wing. He turns to the open windows and flies out of the building.

(A few minutes earlier)

Tony was streaking towards the location of the Helicarrier at full speed when he got a call.

"Sir?" JARVIS told him.

"What is it JARVIS?" Tony replied.

"Someone has broken though the mainframe of STARK Towers and they a…r…e….. t..a…..k….i…..n…g….."

"JARVIS?, JARVIS?" Tony yelled, but no response.

"Crap!" he said, "Someone has deactivated JARVIS, I better go see who is taking out my tower."

So he stopped in midair and started to fly back to STARK Towers as fast as he could.

A few minutes later, right when Tony could see the Tower in its sights, he finds a bird-like creature flying out of the penthouse heading towards the big buildings of downtown.

"Hey!" Tony yells at the creature. "I don't know what you are but you had made me mad, and you don't want to see me mad!" (Hulk reference for the win) "Now kindly stay still so I can blast you to pieces!"

But the bird didn't stay still, in fact his legs start to turn into machine guns and the bird goes all hell on Tony! Tony was stun for a moment or two but quickly regains his balance.

"Okay then, have it your way!" Tony says to the bird.

Tony points one of his arms towards the bird and intends to blast him out of the sky with his energy repulsors blaster but the creature dodge it and starts to fly downtown.

"Hey, we ain't done talking yet!" Tony cries out to the bird as he follows him, keeping right on his tail while firing energy shots at the bird and he kept dodging them. After a few blocks of flying the bird lands in the middle on Central Park when Tony lands smoothly onto the ground and armshimself with his mini rockets.

"Okay, I'll give you two options: you tell me what you took from my database and I'll blast you or you will be blasted" Tony threatens. "Make your choice."

The bird puts his wings up into the air like he was willing to surrender.

"That's what I thought." Tony said as he power down his weapons, "Now what did you take?"

As Tony walks towards the bird, an energy blast came flying in from his left side and hitting his armor hard enough to send him flying a good 30 feet to the right. He quickly regains his balance and looks to his left. What he finds is same 2 men that brought up his TV earlier that day.

"Well, looks like we got some party crashes." Tony said, "Oh well, I got some prizes for you too."

As Tony rearms himself, the men starts to change in front of his eyes. Their bodies along with their clothing and skin were rearranged until they were robot like creatures with small machine guns on their arms and had sharp like hands that could slice though almost anything. These robots starts to snarl at Tony as they load their machine guns. Then, without hesitation, the robots start to fire upon Tony.

"_Uh oh, this won't be pretty_." Tony thought to himself as they start firing.

Tony activates his mini firing guns and start to fire back while also activating his thrusters to get leverage on his opponents. The creatures were moving all around while trying to land as many shots as they can on Iron Man. They fought in gunfire for a few minutes until the bird went straight for Tony and damage him enough that his thrusters deactivates and he fell back to earth.

"OOOWWWWWW!" He said when he hit the ground.

His indicators show that he is down to 20% power and decreasing not to mention part of his armor is severely damaged. The three hostiles hover around the fallen hero and were really to finish him off.

"JARVIS?" Tony cries out, but no answer. "I'm doomed."

The bird and the robots charge their weapons ready to finish the job when suddenly they hear a noise. It was a beeping sound like from a motorcycle.

They turn around and find a light blue motorcycle coming straight for them. The motorcycle starts to change into a robotic form and unloading bullets right at the hostiles. The robot was almost like the other robots except it had light blue armor and it was a bit taller than them. That light blue robot was shooting at the bird while kicking one of the robots in the head knocking him over while the other robot got a fist to the pelvis area. They scream in pain, but were not about ready to be beaten. The robots rearm their machine gun and start to fire back, but quickly realize that they were out of ammo as their machine guns click.

They look at their machine guns and then to each other, knowing that it was time to retreat. So, they quickly turn away and start running to the east. The bird gave some more shots in order to cover their escape and follow suit. The light blue one was going to start chasing them when she spots Tony lying on the ground. The robot runs over to him and starts tending to him.

"Are you okay?" the robot asked Tony.

"Yea, I'll be fine. Tony said as he tries to get back up with pain in his voice. "But we must go after them, they took something of… AAWWWGGGG!" He falls down to his knees.

"You are hurt, you need some medical attention." The robot said, "You should stay where you are, by the way, what are you?"

"I was going to ask you the same thing." Tony said.

Then his faceplate lifts up to show his face, which does have some busies on his head.

"I'm Tony Stark, or as the world and all creation know me as Iron Man, and you are?"

"Arcee.", the light blue robot answers as she helps Tony to get back up onto his feet.

"So Arcee," Tony asks, "What are you, some kind of S.H.I.E.L.D. robotic drone or something?"

"No," she said as she helps Tony to walk, "I'm not originally from your world, you see, I'm an Autobot from the planet of Cybertron."

"Great," Tony said softy, "Just what we need: another alien race running loose on Earth, but I guess you aren't a bad one?"

"No, no," she said, "I'm one of the good ones, so why were you after them?"

"That hellish bird-like creature broke into my tower and stole some information not to mention shut off all of my securities and my computer butler, so to speak." Tony explained.

"Do you know what he took?" Arcee asks.

"I don't know yet, but I will find out soon enough." Tony said as he lowers his face plate and attempts to fly after them but to no avail.

"You aren't going anywhere for the time being." Arcee told Tony.

Tony didn't like to be told what to do but with his suit damaged and the fact that JARVIS was still offline, he didn't have a choice. So he decides to stay put.

Arcee then put her hand near her ear and started to talk. "Arcee to base, I have located the targets."

"_Did they get away?"_ The voice in the comlink said.

"Unfortunately, they did." Arcee replies, "But we have a civilian down."

"_Who is it?_"

"His name is Tony Stark."

"_What? Tony Stark is there? CRAP! This is bad."_

"You know who he is?" Arcee asked.

"_Yes we do but right now we need both you and Stark to get back to base right now!"_

"Understood, but Stark is too weak to move, He does need some medical attention."

"_Helicopter inbound towards your position, standby for extraction."_

"Understood, Arcee out." Arcee finishs as she walks back towards Tony. "Everything will be okay, Mr. Stark."

"Please, call me Tony, my dad is Mr. Stark." Tony replies.

"Fine, Tony." Arcee said.

A helicopter shortly appears from the south side of the park and lands in the middle of the park. The door on the side of the copter opens up. Arcee helpsTony to walk over to them and she sat him on the side of the copter, allowing the passengers to push him inside. After making sure that he was inside, Arcee climbs into the copter and the copter starts to lift off. She shut the door behind her and the copter turns and starts to go south towards Washington D.C.

(Date: July 9, 2012 Time: 7:30 PM [EDT] Location: Fort Hamilton, Brooklyn, New York)

The two robots and the bird sneak into the base and run towards a jet that was parked in one of the plane hangars. The two robots shift their bodies to make them look like ordinary pilots while the bird transforms into a suitcase so they wouldn't be detected. The men walk over to the hanger where an F-22 was at along with a strange robot in the shadows.

"Did you find where it is?" the robot .

"Yes, we did" One of the impersonators repliy. "Show him, Beaklaser." (Beaklaser is a clone so to speak of Laserbeak). The suitcase transforms back into the bird and he turns his wing into a spear and uploads the info to a projector and the item along with the information came up.

"Excellent!" the robot said, "Everything should be on schesdule." (not a typo). "We are ready to proceed, don't fail me, you hear?"

"We understand, my lord." the robots replly as they turn around and start walking out.

"_With the item found and the 'tin man' all but lost, it's only a matter of time._" the F-22 thought to himself. "_All hail Megatron._"

**Who are these mysterious robots? (oops the last line gave it away)**

**Will Tony's suit be fixed?**

**What is this item that they want?**

**Who is the mysterious man in the shadows?**

**Stay Tuned to find out!**

**Please comment.**

Author's Notes:

I hope everyone will enjoy that chapter. There is one thing I need to clarify: Arcee in this story is based upon 'Arcee' from Transformers: Prime. I thought it would be better than the movie version because a robot with real legs is way better than a robot with just a big wheel (and less messy too). On to Chapter 3.


	3. The Return of Hatred Part 1

**Disclaimer: I don't own Marvel or Hasbro. Thank you.**

Chapter 3: The Return of Hatred (Part 1)

[Date July 10, 2012 Time: 9:00 AM [CEST (UTC +1)]; 03:00 AM [EDT] Location: Berlin, Germany]

It was a quiet time in Berlin, which is surprising considering all the events that have happened in this area over the past few centuries. (If you don't know most of the events in Germany, then go read a history book, or Wikipedia, that works too) The streets were a bit dirty due to a lack of quality sanitation but were bearable, the laughter of little children could be heard from the windows of the homes, and people were walking on the sidewalks and driving their cars around, just an ordinary day in the city of Berlin.

Then a noise started to fill the air, the sound of a motorcycle driving along the roads of Berlin. Many people wouldn't have notice the driver of that motorcycle but if you looked closely, you would see the colors of red, white, and blue. After a few blocks of driving, the motorcycle stops at one of the parks and the driver got off. When he removes his helmet, it reveals a young 20-something man with blond hair that was nice and trim and blue eyes. Many of the people in Berlin wouldn't have known about anything of this stranger but little did they know is that this stranger was the one to fight against them in World War II. If you haven't figure it out already, this man is Steven 'Steve' Rogers (AKA Captain America).

Steve was traveling the world to get back in touch with it and see the world that he saved both in WWII and just recently in the Battle of New York. Since he was frozen for about 70 years, much has changed in the world that he lives in now. All the people he knew and loved were gone, the world that he knew, gone. But he knew that the world of the 21st century would be his to watch. He took a stroll around this park knowing that the shadow of HYDRA and the Nazis could still be seen today.

(Meanwhile, a few miles outside of the city)

The countryside outside of the border of Berlin seems like business as usual: cattle farmers rounding up their cattle, farmers feeding their animals, tractors plowing up fields, nothing too exciting. But then, something came their way, something that wasn't regularly part of the country.

Driving along the dirt road leading towards Berlin were 3 vehicles that really weren't seen that much in Germany, or at least side by side. One of those vehicles was a light green and white H2 Hummer Search and Rescue vehicle, another one was a shiny red Ferrari 458 Italia with the hood down, of course. Right in front of them was a Peterbilt 379 driving proudly with flames covering the side and a big blue bunker and right in front on the grill, is a symbol that was red and trustworthy. Connected to that truck is a long gray trailer with the same symbol on both sides. The destination of these vehicles was the city of Berlin, which means something is going on here.

When those vehicles enter the city, they drove towards the park that Steve was visiting. The citizens stop what they were doing and gazed upon the newcomers. Many of them came rushing to the streets and clapping as the truck came driving by. Many of them were also cheering because these people knew of what this truck and the other two vehicles were as they have seen them in the news and read about them online. A few of the citizens were whispering to each other, talking about the ones that have arrived in Berlin. One of the little children whispers out the word '_Optimus_'**.**

After a few blocks, the rescue vehicle and the Ferrari split up, one went to the left and one to the right while the truck went towards the park that Steve was at. The two smaller vehicles drove to the far side of the park and start to drop little circular devices in a row on the edge of the park starting at the far end and work their way until they met at the close end. When all of these devices were place, the 3 vehicles went inside the area and right when they were in, the devices activated to create a dome-like hologram around the park making sure that the citizens don't know what was going to happen next because anybody could be a spy for the other side.

Steve was sitting on a bench in the central of the park looking at his memory necklace that still holds a photo of the girl that he feel in love with: Peggy. Then he looks up and looks at the outside the park which was looking sort of weird, like the park was surrounded by water. Then he looks towards his bike and finds the vehicles park next to it.

"_Guess this park gets more visitors than I thought_." Steve thought to himself. But then, he notices something about the semi.

The truck disconnects the trailer and drove slowly towards Steve, who jumps to his feet as he sees that truck driving onto the grass and heading towards him. Steve has a scared look on his face, like he was ready for something to come out of the truck and try to kill him. He puts up his fists, ready for something to happen.

Just a few feet from Steve, the truck stops and stares at him, like the truck wanted to tell him something.

"Hello there, Captain." A voice said out of the blue.

"Who said that?" Steve asked as his moves his head back and forth, hoping to find where the voice was coming from while his fists were up to his chest. "Where are you?"

After a few seconds, he looks back to the truck. "Are… are you in the truck?"

"You could say that." that voice said.

Then the truck starts to shiver like it was going to do something. In Steve's ears, he heard a transforming sound, and then the 18 wheeler starts to morph right in front of his eyes. Its front lifts up to reveal arms while the bottom part starts to resemble legs. Then it stood up on those legs still shifting around parts revealing more of itself. When it was done transforming it reveals a 30 foot tall robot with strong arms and big legs. On his head was a blue helmet with ear like antennas to make him more like a samurai along with two smokestacks showing from each side on his shoulders, below the helmet showed a somewhat olden face with blue eyes that were filled with knowledge and wisdom. Its chest plate had to doors of the truck hanging from the sides and in the middle was an open area where his spark resides along with the Matrix of Leadership and right on top of that opening was the symbol from the grill. The wheels from the back of the truck could be seen off of its legs.

Shortly after the semi transformed, the other two transform at well but not as dramatically as the first one but still were slick transformations. After the 3 beings have stop transforming, the big one goes down to one knee and lean towards Steve.

"Wh… who….are…..you?" Steve said with hesitation in his breathe and fists still ready to fight.

"Do not be afraid of us, for you see, we come in peace." The giant robot said.

"_And I thought I have seen everything_." Steve thought to himself as he lowers his fists. "_Guess I owe Fury 10 more dollars_."

"Allow me to introduce ourselves. My name is Optimus Prime; we are automus robotic organisms from the planet Cybertron." the robot said.

"But you can call us 'Autobots' for short." the green one said.

"Autobots, right." Steve reply as his mind still haven't clam down from what he just saw.

"This is our field medic, Ratchet." Optimus said as he points to his right, "and over there is Mirage, one of our weapon specialists."

"It's a pleasure to meet you Steve." Ratchet said to Steve.

"This is him?" Mirage said to Steve in an Italian like voice, "Looks a bit scrawny, don't you think?"

"If you wanted scrawny, you should had been here before the experiment." Steve chuckled.

"Hmmm, looks like we got a comedian here." Mirage said back.

Optimus couldn't do anything but chuckle at the joke, but his face turned serious as did Steve's.

Steve turns back to Optimus and said, "Why did you come and find me?"

"I'm afraid that this world is in trouble once again if not the whole universe." Optimus said, "We have Intel that our foes, the ones that call themselves the 'Decepticons', have align themselves with someone or some group to conquer the Earth."

"The Deceptiwhats?" Steve said with a questionable look on his face..

"The Decepticons" Ratchet explains, "are just like us except they are the evil ones, they only want to bring suffrage all across the universe while we try and save it."

"There was a great war on our planet eons ago." Mirage said, "That ruined our home world and scarred it for all eternity, the goal for the Decepticons was to find and harness the power of the All-Spark."

"The All-Spark?" Steve ask.

"The All-Spark is the object that holds our race's history and has the power to bring forth new life for our race." Optimus answers, "The All-Spark left our planet during the final days of the war and was lost to the stars until it found a new world, the world called Earth."

"So this 'All-Spark' is on Earth?" Steve said as he was trying to figure out all the information.

"It was on Earth until a young human boy named Sam Witwicky used its power to defeat the leader of the Decepticons: Megatron." Optimus reply.

"So why are you guys still here if this 'All-Spark' is gone?" Steve asked.

"We decided to adopt your planet as our own, sworn to protect it from anyone that wants to destroy your freedom." Optimus said.

"So, these 'Decepticons' are dead?" Steve said.

"We thought they were, but we were wrong." Optimus said as he starts to tell Steve about what had happened just a few hours before.

Author's Notes

This chapter is so big I have decided to split it up into three chapters because most of you don't want to read for 45 minutes straight. Part 2 will be up in a little while. Thank you and please comment on my story, I'll just say this, this is getting good. I hope everyone is enjoying this story. On to part 2!


	4. The Return of Hatred Part 2

**Disclaimer: I don't own Marvel or Hasbro. Thank you.**

Chapter 4: The Return of Hatred (Part 2)

[Date: July 9 2012 Time: 11:30 PM [EDT] Location: The Helicarrier, 30 miles off the coast of Washington D.C.]

Things were quiet among the massive S.H.I.E.L.D. Helicarrier. Most of the crewmen have turned in for the evening but the ones that were left were the night crew because the Helicarrier can't fly and maintain itself. There was one person of major importance still on the bridge and that person was the man running the whole show: Director Nicholas Fury. Standing near the controls to the whole boat (so to speak) with his usual black coat and his black pants and shoes while having a gun holster on his right side with a gun ready to fire at a moment's notice.

He just stood there, looking out the window with his one good eye staring out among the cloud and every once in a while the open waters of the Atlantic, waiting for something to happen when one of the crewmen walks up to him.

"Sir", that person said, "Shouldn't you go and get some rest?"

"No," Fury replies "Someone needs to be on guard at all times."

"We will guard her from any threat, sir." the crewman said, "You need your rest so that when that time comes, you will be well rested and ready."

Fury thought to himself for a few seconds and said, "You're right, I do need my rest."

"I'll make sure the Helicarrier is in perfect shape while you rest." the crewman said.

"Okay, guard her well." Fury replies as he started walking back to his chambers.

"Oh, don't you worry about a thing, sir." the crewman said, "Nobody is getting in here tonight…" he paused for a few moments until Fury was out of the room "…or out" he finished with an evil smile on his face and a chuckle that would freak anyone out.

(A few minutes earlier)

Flying though the darken sky was an F-22 fighter jet flying towards the southeast from New York. During that flight, a message came though the radio intended for the pilot of the jet.

"_Bob calling Skyquake, Skyquake come in._" the message said.

"Skyquake here, what your status?" a voice said from the console.

"_We have located the item and are ready for transport."_

"Excellent, are we ready for Operation Staff Swipe?" Skyquake asked.

"_Affirmative, Commander, all I need to do is get Fury to sleep and the rest will be easy."_

"Good, now go and carry out the plan."

"_Understood, Bob out, all hail Megatron._"

As the communication ended, Skyquake thought to himself, '_This is going to be too easy._' as he flew towards the Helicarrier.

(30 minutes later)

After making sure that Fury was resting in his quarters, the being known as 'Bob', the guy that told Fury to go rest, went back to the command bridge to check on maintenance. To make sure that no body messes with the plan, he types in the code to deactivate the security alarms all around the Helicarrier so that no one will be alerted not to mention he plants in a small virus that will cripple all communications to and from the Helicarrier.

While 'Bob' was on the bridge, 4 S.H.I.E.L.D. operatives decked out in black uniforms with deadly machine guns sneaked down to the weapon vault. One of them punch in the access code and it opens for them to enter. Knowing where the target was, they walk ever so sneaky to the back of the vault until they found the crate. Once they found it, one of them open the crate and peeks inside. Inside that crate was a staff, a staff that was made of pure gold, a staff that contained power beyond all comprehension. They reseal the crate and with one person at each end, they carry it out of the vault heading towards the exit.

But, right when they are about to make it outside, they heard a voice coming down the hallway. "You guys going somewhere with that?"

They stop right in their tracks and turnaround to see a man standing near one of the other doorways leaning against the wall with his arms crossed. This man was pretty young, with blond hair and blue eyes, dress in black with a gun on his left side. In his right hand, he had a small looking bow and on his back was a holster filled to the brink of specialized arrows.

"Let me ask you again, where are you taking that?" he said.

The 4 operatives just stared at each other and nod to each other. They put down the crate and turn to the mysterious man. They raise up their weapons and load them, ready to blast him.

Just then a gun blast could be heard from down the hall and one of the operative fell to the ground. "I think he asked you a question." A voice said.

As the other three operatives look down the hallway they spy a figure walking towards them which somehow put some fear within them. Out of the shadows came a slim figure walking towards them with curled up red hair, red lips, and a stare that could freeze even the nastiest of villains' right in their tracks. The figure was also dress out in black standard S.H.I.E.L.D. attire with two guns, one on her left legs with the other one on her right hip, fully loaded and ready to make quick work of enemies.

"Natasha, took you time did you now?" the man with the bow said. (Black Widow for you people that didn't know)

"Just getting my pistols ready to shoot Agent Barton." She said. (Agent Clint [Hawkeye] Barton for the people that were confused)

"Yea I bet you were." Hawkeye remarked.

"I hate to break up this reunion of sorts," one of the operatives said, "but we are on a tight schedule. Now please leave this area or else."

Hawkeye looked at Black Widow and she nods to him and she opens the holster straps on both her pistols ready to shoot.

"We choose 'or else'." Hawkeye said as he pressed a button on his bow.

When he did that, the arrow holder on his back rotates around until one of the arrows clips on an exploding arrow tip. When it was ready, he grabs that arrow and lines it onto his bow and fires it at one of the operatives.

The operative grabs it before it hit him and said, "This is all you got? Pathetic, I have seen better weapons than…." While he was still talking, the arrow tip explodes, sending that operative flying towards the back of the wall.

"No, I got better arrows than that." Hawkeye smirks as he reaches for another arrow, "But she on the other hand has a hot hand."

Just then the other operatives were being shower upon by bullets courtesy of Black Widow and her deadly pistols. They screamout in pain but their screams weren't really like any human scream. Their screams were high pitched, like scraping fingernails on the side of the chalkboard. Both Hawkeye and Black Widow held their ears.

"Ahhhhhh!" Natasha yells, "Those don't sound like regular yelling".

"Tell me about it." Barton replies, "They are way too high pitched."

When they look up at the operatives, they start to change. The one that was hit by Barton's arrow got back up and starts to change as well along with the one that was taken down by Natasha's pistols. All four of them were twitching all around, making strange noises, like metal combing with metal. Their skin started to morph, so to speak, into hard metal shielding of some sort, their legs became slimmer and more agile, their arms became slimmer as well but they had mini machine guns on the wrists with sharp claws for fingers, and their heads became sharper and scarier with piercing red eyes, sharp teeth, and a look that only a mother could love, if that mother was a machine.

Both Natasha and Clint stood there in fear, their eyes wide open, taking in the beings that they see before them. When these creatures stop 'transforming', they look at the couple and the one closest to them gave a big loud 'RAAAAAAARRRRRRRR'.

Natasha fires at his face, making him fall backwards. The other three click on their guns and start to fire them at Clint. He jumps out of the way and, one after another, shot arrows at the attackers, hopefully to hurt them and to give him and Natasha time to regroup.

(Meanwhile on the bridge)

Bob was acting like he was still working when suddenly, a gunshot could be heard from the doorway and the shot hit him in the back. He screams out in pain while falling to the floor. When he looks up, he sees none other than Nick Fury, gun in hand, moving closer to him.

"Director Fury." Bob said with pain in his voice, "I thought you were asleep."

"I don't sleep when my ship is under attack!" Fury yells, "Now, stand down or I will kill you!"

"Kill me?" Bob said, "KILL ME? HA, YOU DON'T KNOW WHO YOU ARE DEALING WITH!" During that line, Bob transforms into a robotic creature just like the other operatives.

"Nice trick." Fury said, "but let's see if you can beat me." as he fires bullet after bullet at him.

Bob starts to run all over the bridge, trying to find as clearing so he can start firing upon Fury.

After a few seconds of firing, Fury stops and starts to scan the area with his one good eye, hoping to find the creature. After about 25 seconds of looking, Bob came straight down from the ceiling and held on to Fury while he tries to jerk Bob off him. Fury runs into a wall with his back turned, crushing the robot hard and he gave out a high pitched scream. But Bob fought back and manage to get Fury's pistol away from him and pushes him right on top of the debriefing desk.

"Let me go!" Fury cries out.

One of his many arms turns into a blaster and he points it straight at Fury's face.

"Sorry, Director Fury." Bob cried in a higher pitch voice, "but your time is up."

The gun warms up and was ready to fire when some more gunshots could be heard with the bullets shooting him in his face.

"AAAHHHHHHHH!" Bob cries in pain as he falls away from Fury and ends up onto the floor.

Coming out of the shadows came in a woman in her early 30s with blackish brown hair and decked out in black with a pistol in her hand.

"Get away from him!" she yells towards Bob and she fired two more shots at him.

Bob got back to his feet and runs towards an open air vent and escapes into the ventilation system while she put up some more shots into the vents.

Then she turns to Fury and said, "Are you alright sir?"

"Agent Hill, I'll be alright but we got an intruder on board. Put this ship on Red Alert now! I want him found or killed!"

"Understood" she answered.

"_Attention all personal". _Hill said into her communicator ear piece, "_We have an intruder onboard, Code Red, I repeat, we have an intruder onboard. All personal are ordered to look for the intruder and kill him. Also we need a medical team to come to the bridge immediately Director Fury is down."_

An alarm starts to blow with red lights blinking all around the Helicarrier as S.H.I.E.L.D. operatives started to run all around, weapons hot, looking for the intruder.

(Meanwhile at the other side of the carrier)

After a few minutes of exchanged fire, Natasha and Barton had the creatures pin down when suddenly a scratching noise came from the air vents. When they looked up, the one called Bob drops down in front of the others, guns loaded.

"Oh great, another one?" Natasha said, "How many are there?"

"I don't know." Hawkeye said as he grabs another arrow, "but they won't be alive that much longer."

Hawkeye extended his bow with an arrow ready to fire and then, the ground started to shake.

**Who are these creatures?**

**Will they steal the staff?**

**Why is the Helicarrier shaking?**

**Stay tuned and find out**

Author's Notes

Now I was going to make this chapter longer by I think it's long enough for now. Part 3 will reveal an old friend (or should I say enemy). Please keep commenting, I'm enjoying your comments. If you have any ideas too then message me though my inbox. Keep on reading. On to Part 3!


	5. The Return of Hatred Part 3

**Disclaimer: I don't own Marvel or Hasbro. Thank you.**

Chapter 5: The Return of Hatred (Part 3)

[Date: July 9 2012 Time: 12:35 PM [EDT] Location: The Helicarrier, 23 miles off the coast of Washington D.C.]

Things were going crazy upon the Helicarrier. Robotic monsters were battling with two of the Avengers (Hawkeye and Black Widow), Nick Fury wasn't a full strength due to the one called Bob, and operatives were scrambling trying to find Bob. But the worst has yet to come.

Flying towards the Helicarrier was the F-22 that Bob had conversation with just a while ago. When he had the Helicarrier right in his sights, he unloads 5 missiles at different points on the ship. One of the missiles hit a fuel tanker on the deck, causing it to explode on contact. Missiles #2 and 3 hit some of the Quinjets on the Helicarrier's deck, putting them out of commission. Missile # 4 came below the Helicarrier and hit where the Helicarrier's research bays were and took out 3 levels including the one that Banner and Stark were working at in the movie. Missile #5 went towards a spot that will hurt the Helicarrier the most, the missile hit and destroyed the bottom left turbine engine making the Helicarrier starting to lean downward.

"_Ha ha ha_!" Skyquake laugh to himself, "_Let's see the humans try and fix this_!"

Right after he said this, he felt a gunshot hitting him right on his left wing.

"AAAAHHHHHH!" Skyquake yells out as he falls to the deck of the Helicarrier.

When he hit the deck, his starts to transform. His robot form is almost exact like Starscream expect he had more green on some of his panels along with a different head that was smaller in size but had red eyes that symbolized your destruction.

"WHO DARES FIRE UPON THE GREAT SKYQUAKE?" he yells to the heavens.

When he looks behind him, he spies a Quinjet landing upon the pad, guns still hot. Skyquake was going to say something to the lower species that he thought was in that piece of junk but he notices a strange symbol on the nose: a symbol that was red.

He gasp to himself and says, "You? I thought I cut out your spark long ago!"

"It takes more than a few cuts and bruises to take down me!" a voice said from the Quinjet.

Then the Quinjet starts to transform. The back of the jet changes around to reveal legs that were sturdy enough to take some gunfire while a good portion of the bottom hull went straight out to resemble power arms that also have some guns on it. The wings fold back to the back of the robot while the spinning turbines turned to the right about 45 degrees. The cockpit came down onto his chest and a head pops up. The head had a helmet covering the top and the side of his face with his eyes, nose, and mouth shown. His face looked like he has taken his beating but past the scar showed a middle aged robot, if you can imagine a middle aged robot, with blue eyes that can lock into his opponents. On his chest was that red symbol of trustworthiness.

"Skyquake," the robot said, "Whatever you are planning, you will not succeed."

"We will succeed!" Skyquake reply, "And there is nothing you can do about it, Skyfire."

"We'll see about that." Skyfire said as he loads up his weapons and starts to fire upon Skyquake.

(A few minutes earlier on the bridge)

Fury was still in a bit of pain when a rumble started to shake the whole ship. The rumble made everyone fall to the floor including Fury.

"What's happening?" Fury cried out to Agent Maria Hill.

"We have been hit by missiles and Engine 3 has been destroyed." Hill replied.

"_Damn it_!" Fury cursed to himself, "_These things are doing more damage than Banner_."

"What should we do sir?" Hill asked.

"The best thing we can do is get this flaming hull of a ship down to the water." Fury replied to Hill, and then we turned to everyone else. "I want everyone in here to try and land this baby upon the water as soon as we can because if one more engine blows out we are going to free fall hard into the ocean!" After he said this, all the people on the bridge ran to their stations to get the Helicarrier to land upon open water safely.

"_This is turning into one hell of a night._" Fury thought to himself.

(Meanwhile, below deck)

Hawkeye and Black Widow were still battling with Bob and his group of destroying robots. One of the robots slams Natasha hard into a wall, causing her to lay there in pain for a few moments. Hawkeye saw her and he threw down some flash grenades to stun the robots long enough for him to get to her.

"Natasha, are you okay?" Barton asks her.

"Yea, just a flesh wound." She said in pain.

"You need to get to the medical bay now!" He said, "Another hit like that will…."

(BOOM)

An explosion sounds above them and debris starts to fall around them.

"Look out!" he yells as he holds Natasha tightly in his arm, protecting her from the falling debris.

After a few seconds of chaos, the two of them were bury in a mound of debris. The robots stood there with guns ready just in case he would escape but they quickly turn to their leader, so to speak, and he gave him an order.

"Forget about them, we need to get this out of here right now!" Bob said. The other four robots did what he said and grab the crate and walk out of the hallway to the main deck of the Helicarrier.

(Meanwhile on the main deck)

Skyquake and Skyfire were still fighting on the main deck. Skyquake hit Skyfire hard on the chest causing him to fall down to the deck. Then Skyquake walks over to him and loads his missile launcher and pointed it at Skyfire's face.

"Do you give up yet?" Skyquake ask him as his launcher was over his face.

"What do you think?" Skyfire replies as he fires a small missile from the missile slots on his shoulder and it hit Skyquake on the chest.

"OOOWWWWWWW!" Skyquake cries as he is stun for a moment, allowing time for the wings on Skyfire's back to fold out and the turbines to lock back into position which allowed him to take to the sky with a hover mode.

"I still got tricks up my sleeve, Decepticon. You can't beat me!" Skyfire said, hovering in front of Skyquake.

"I don't need to beat you today, Autobot!" Skyquake said, "All I needed to do was to distract you."

"Distract me from….OWWWWWWWW!" Skyfire yells out as he is hit from behind with bullets coming from a strange jet.

This jet was actually like a bigger version of one of the Space Shuttles. The shuttle fires some more bullets at Skyfire making sure that Skyquake would escape. Then the shuttle lands onto the main deck and opens the side door on him as Bob and his team come running out of the Helicarrier with the crate in their hands and loade it up. After the crate was secured, the shuttle started to hover up and blast off to parts unknown.

"AAAAAWWWW!" Skyfire whimpers, "You wouldn't get away with this!"

"Actually, Autobot, I have!" Skyquake said, "And now, I better be going, I have to be somewhere." After he said that, he transforms and flew off following the trail of that shuttle.

Skyfire wanted to go after him but before he could get a chance, the pad started to shake as the Helicarrier splashes down onto the open water. When it did, orange floaters emerge from the bottom of the hull so that the Helicarrier would still be able to float in case of any hull damage.

Skyfire knew that he couldn't fly after them, as least not in the condition that he was in, so he decided to report the incident in.

"Prime, this is Skyfire." Skyfire said as he covered the side of his ear so he could communicate.

"_This is Prime, what's your situation, Skyfire?" _Prime replies over the radio.

"The Helicarrier was attacked by some Decepticons and they took it."

"_You mean…"_

"Yea, they have the staff. I don't know what they are going to use with it but it can't be good. What are your orders?"

"_You are to remain on the Helicarrier in your jet mode so you can't raise anymore alarms at the moment. As soon as they give the all clear light, you will make contact with Director Fury and bring him to N.E.S.T. HQ for debrief."_

"Understood, Prime, but we need to find the others and regroup."

"_We have people going for them right now. You have your orders so roll out, Autobot!"_

"Understood, Skyfire out." he replies as he transforms back into his alternative form right before some of the crewmen started to run onto the deck checking the damage.

(Meanwhile, below deck)

After a few minutes of silence, part of the mound starts to move. Then, a fist with bow in hand breaks through the debris and Agent Barton lifts himself out with Black Widow in his hands. He walks over to the wall and places Natasha down, who was knocked out.

"Hang on Natasha, help's on its way." He said as he put his hand near his ear. "This is Clint; I need a medical unit on the southwest hallway stat, Natasha is hurt bad."

"_Medical team inbounds towards your location" _a voice replies.

"Fury?" He said, "What the hell just happened?"

"_We are still trying to figure that out." _Fury said though the comlink, _"We need you to come to the bridge ASAP. We need to evaluate the situation."_

"But what about Natasha?"

"_She will be fine, Agent Barton. Our medical team will fix her up. Right now we need to regroup."_

"Alright, I'm on my way." Barton said as he starts to walk towards the bridge but now without kissing Natasha on the cheek. "I will make them pay, Natasha, I promise."He said before he starts walking towards the bridge and medical personnel enter the hallway and tend to Natasha.

(Meanwhile back at Germany)

Optimus was done telling Steve of the events that took place a few hours prior. With Ratchet and Mirage behind him, Steve took a few seconds to think and he said, "So, they have the staff, do we know why they need it?"

Optimus shook his head, "No." he said, "We don't know why they would need it, but what we do know is that we will need your help. So are you willing to help us?"

"I know we just met," Steve said, "but if the world is in need of someone to save it, then I will be there to help. I'm in."

Optimus smiles at his answer and said, "Good to hear it. Now we need to find the rest of your teammates."

"I don't know where any of them are." Steve said.

"Don't worry." Optimus replies, "We know where some of them are right now. But now, we need to get back to Washington D.C. and gather information."

"Right." Ratchet said.

"Understood" Mirage answered.

"And you, Captain?" Optimus said.

"I'm ready to go." Steve said as he looks down at his necklace.

"Autobots, Transform and Roll Out!" Optimus cries as they transforms back to their vehicles modes.

"Need a lift, Steve?" Optimus said as he opens his driver's door.

"No thanks sir." Steve answers, "I got my own ride."

Optimus links up with his trailer and starts to drive from the park with both the car and the hummer behind him and following them was Steve on his motorcycle. After they left, the force field went down and the disks activated their cloaking mode and start to rise up and follow the truck and they flew into an open slot on the side of the trailer. They drove down the street heading away from the city.

[Date: July 10, 2012 Time: 5:30 AM [EDT] Location: Unknown]

As the sun starts to rise up, Skyquake and the shuttle looking plane landon an abandon airfield at a currently undisclosed location. They both touch down and they move to one of the big airplane hangars on the other side of the airfield. The shuttle thing stops and opens the side door and rushing out were Bob and his crew running with the crate in hand towards the hanger as the shuttle took off, heading for its next location.

When they enter the hanger a shadow was waiting near a strange looking machine.

"Do you bring it?" the shadow said.

"Yes!" Bob said, "It is right here."

"Well, stop wasting time and put it into position!" the shadow said.

They waste no time and unlock the crate. Bob lifts up the staff and places it into a stranger laser and locks into place.

"It is ready!" Bob said.

"Excellent, now stand back. I don't want anything going wrong!" The shadow said as everyone move back.

With a push of a button, the laser starts to get brighter and louder, building up the power of the staff, until it fires a stream of power towards a pad. On the pad, a portal opens showing deep space and after a few seconds a figure appears. As that figure appeares, the shadow shut off the machine and gazes upon the pad.

When the pad was clear of energy, the figure rises up, looking at the open area until he notice the shadow.

"Doctor?" the figure said to the shadow.

"Yes, it is good to see you again, sir" the shadow said to the figure.

A bit of light shown on the new visitor revealing an evil face of hatred and red.

**Who is this new visitor?**

**Will Natasha be alright?**

**Who is this 'Doctor'?**

**Stay tuned and find out!**

Author's Notes

This is getting good isn't it? There wouldn't be a part 4 (thank god). Everything is set for the good parts. I have been enjoying seeing your comments and thank you for reading. Ch.6 will start the assemble of not only the Avengers but the Autobots as well. Keeping reading and commenting on this story guys. On to Chapter 6!


	6. The Messenger

**Disclaimer: I don't own Marvel or Hasbro. Thank you.**

Chapter 6: The Messenger

[Date: July 10, 2012 Time: 6:30 AM [EDT] Location: Washington D.C.]

The sun was rising over the capital city of the United States. The beautiful sight of the sunlight reflecting off the reflection pool which mirrors the Washington Monument from one side and from the other mirrors the Lincoln Memorial with the iconic statue of the 16th President of the United States: Abraham 'Honest Abe' Lincoln just sitting there. People all around the city were waking up and getting themselves ready for the day. But one of those people didn't want to go to work. In one household, there was a 22 year old young man sleeping in his bed.

(Snoozing sounds)

_(BUZZZZZZZZZ BUZZZZZZZZZZ BUZZZZZZZZZZZZ BUZZZZZZZZZZZZ_)

His alarm clock was blaring at full sound, telling this guy to get out of bed. A hand came out of the covers and works its way towards the buzzing alarm and slam down the snooze button.

"Please….. Five more minutes….." the man tiredly said.

Just then he hears a car alarm go off. (HONK! HONK! HONK) When he heard that, he jumps out of bed and lands on the floor hard.

"AAAAHHHHHHH!" the man cried out. "WHAT THE…! Okay I'm up."

The man works up the energy to get off the floor and walks slowly to the bathroom to go shower and to get ready for the day.

After a hot shower and some touch up to his looks, the man walks out of the bathroom looking like, well not a million bucks but maybe 40 thousand bucks. His hair could still use some work but it was good enough, his face smooth as silk with no five o'clock shadow. He walks into the kitchen where it seems that everybody was at this morning. In that kitchen was a 22 year old beautiful young woman with long curly brownish blond hair, eyes that were as blue as the sea, and a figure that could make anyone's heart melt, heck her face alone would make you melt.

"Morning, hunny bunnie" the woman said with a British accent.

"I told you to never call me again," The man said as he came closer to her and gave her a kiss on her lips. "especially since that lucky rabbit wasn't really that lucky for me."

"What are you talking about?" she replies, "Because of that lucky rabbit, you got a new job, you fought off giant destroying robots bending of world destruction, and not to mention, getting me." She lifts up her hand which reveals a beautiful wedding ring on her ring finger.

"Yea, a job as a mail delivery boy at a high tech company that doesn't even care that I save their butts multiple times." He said with some anger in his voice.

"Sam." She said in a soft voice, "I don't care if you are a mail boy, computer geek, night guard, or even the President of the United States, you will always be the hero of this world to me."

"I'm not a hero Carly." Sam said, "I'm only the messenger."

"Messenger or not," she said as she gave him a big kiss, "you will always be my hero."

Sam's face started to turn bright red when he heard some footsteps coming into the kitchen. In came two small robots. One of them was pretty tall and lean with a face only a mother can love while the other was pretty short but had white crazy hair sort of like a small Albert Einstein.

"Well, well," the tall one said, "looks like we got some love going up in this place."

"It's too much loving in here if you ask me." The short one said.

"Wheelie, Brains…" Sam began to say before Carly interrupts him.

Carly turns and said, "Who let you two back in here?"

"Hey," Wheelie said, "We save both you butts by crashing the whole mothership of the Decepticons while somehow surviving the crash. Can't a few small Autobots get a break every once in a while?"

"Yea," Brains said, "we live here too."

"Only because Sam is letting you stay here." Carly replies, "Now either both of you go back out side or I'll….." Then, she heard crying in the other room. She ran in and came back out with a baby boy wraps in a baby blue blanket while she was rocking him, hoping to calm him down.

"Now you see," she said with a quiet tone, "You made me wake up Daniel."

"Oh geez, we'll sorry." Wheelie apologizes.

"Yea," Wheels said as well, "Very sorry."

Carly looked at them and said, "Okay, you two can stay inside but only if you can be quiet."

"Okay, we will." Wheelie said while Brains nodding his head up and down. Then both Autobots turned and ran into the living room to watch some Star Trek.

"They are crazy little monster." She said to Sam as she held little Daniel in her arms.

"Yea they are." Sam said, "But they are like family, in a weird robot kind of way." Then he gave a kiss to Carly on the cheek and one to Daniel on his forehead as he wraps his arms around both of them. All she could do is smile when he said that.

(Beep Beep)

A car horn could be heard from the window.

"Oops." Sam said as he looked at his watch which read 7:10 AM. "Got to go, don't want to be yet again."

"Okay Sam." she said after giving him one more kiss, "Have a good day as the mail boy."

"I'll try my best." He replied as he grabbed a cup of coffee and ran to the car leaving her alone with her little boy and the two crazy Autobots.

(One minute later)

Waiting outside for him was a beautiful powerful 2013 Chevy Camaro SS with an amber yellow paintjob, two thick stripes on the hood, roof, and trunk, a spoiler on the back, and black trim wheels. Sam appears from the apartment with coffee in hand and went over to the driver door, opens it, and shut it behind him. Then the car took off, driving him to work.

"Someone's a little impatient this morning, 'Bee" Sam said to his car.

"Sorry about that Sam, but something big is going on and I need to get to HQ as quick as I can." Bumblebee said from his radio. (Yes, Bumblebee can talk regularly again, I'll explain at the end)

"What's going on?" Sam answers.

"Apparently there has been some Decepticon activity happening over the past 24 hours."

"What? Not again." Sam said in distaste. (considering every time Decepticons are seen on Earth, a big battle will take place, with him in the middle of it.) "But, if Megatron is destroyed along with most of the leaders, whose running them now?"

"Don't know yet," 'Bee replies, "But what we do know is they aren't working alone."

While Bumblebee and Sam were talking to each other, four dark purple Cadillac Ciens drove up behind them and with one taking each side, they enclosed the Camaro.

"Well, if you do find out who they are working with," Sam said, "Would you please keep me out of…"

"Hold it Sam!" 'Bee interrupts, "We have some company."

Sam took a look out the window and saw the cars surrounding them. "Decepticons?"

"Yep, and I don't think they are going to let us past." Bumblebee replied, "But I'm going to make them." As he said that, part of his vehicle form begins to shift around. A big long cannon rises from the roof on the passenger's side with the sides extending out just a bit to reveal a few missile launchers and to provide extra protection. The wheels extend out to allow him to drive in any direction with great speed.

After he has change, Bumblebee goes after the one in front of him and pushed him aside. Then he pivots around 180 degrees and fires one shot from his cannon at the furthest one from his position and makes him slide off the road with most of his body destroyed.

After a half-mile, Bumblebee stops at one of the parks, making the vehicles follow him. Then, he stops in the middle of the park and tells Sam, "You might want to take cover, this isn't going to be pretty."

Sam got out of the car and ran towards a group of big rock with his coffee still in his hand. Then Bumblebee starts to transform, from his hood came powerful arms, ready to tear apart any enemy, the doors went onto his back, resembling wings, from the back came legs that can move in a pinch, and right on top came his head with a mask on top that can be brought down during intense moments of destruction. After he transforms, he put his fist up and said, "Come get some!"

While Bee was transforming, the four vehicles that have been chasing them also start to transform. Part of their sides were shown on their long arms, their feet shown their back wheels on the heels of them, and their heads only had a visor over their eyes. (If you want to see a picture of these guys, just watch Transformers: Prime or google them). When they were done, they activated their wrist blasters and start to shoot right at Bumblebee.

After an intense few minutes of battling including some hits to the head, some missiles flying everywhere and some batting practice (courtesy of Bumblebee and a tree), the vehicons (as I will call them) has Bumblebee corner. He wants to break free but they wouldn't have given him a chance to escape. Sam screams out to them, "LEAVE HIM ALONE!" They turn around and spot the human as he throws what is left of his coffee at one of them but it bounces off him like paper.

"Oh S***!" Sam exclaims, "I'm dead."

When he said this, one of the vehicons load up his wrist blaster and aims it right at him, glowing brighter and humming louder and louder, ready to fire. Sam's eyes were wide open, his crazy life was flashing before his very eyes. Suddenly, gunfire starts to fill the air.

The bullets penetrats one of the vehicons and make him fall to the ground hard and his spark went out. The other three quickly turn around and locate a strange looking man 'flying' in the sky. This man was encase in armor that was dark colored with some pockets of silver and on his right shoulder was a loaded minigun ready to kill on sight.

"Hey!" that man said, "You leave him alone."

The man starts to launch minirockets at them and unleashing rounds of bullets onto the evil ones. They duck away from him, trying to find cover to regroup while Sam ran back to his hiding spot. The distraction allow Bumblebee to recover and he got back up on his feet.

"_I don't know who this guy is_," he said to himself, "_but I love his style_." Then he jerks his head down, making the mask on his head fall onto his face, making him ready for some bashing. He runs after one of them and starts to hit him with his fists of justice. Blow after blow he gave him, making parts of his armor and body fall all over the place, until he upper cuts him so hard his whole head flew into the air leaving a lifeless body falling to the ground. Then Bumblebee looks around hoping to cream some more.

Meanwhile, the armored man was shooting round after round of bullets of the remaining two vehicons.

"_Damn, these things are tougher than Tony when he is drunk_." He said to himself as he kept firing.

One of them came charging at him but he activated his jets and flew into the air to dodge it.

The man said, "Get ready for a taste of Uncle Gazpacho, you son of a *****."

Then, off of his left arm, came a gun which shot off 4 grenade-looking bullets and hit the charging vehicons in the back and after a few seconds, the bullets went off and destroys him in a pinch.

"That will teach you to mess with…."

Then a shot hit him in the back, making him fall forward onto the hard ground. He looks up and said, "Oh, I forgot about you." The vehicon was ready to fire when he was hit from the front and fell backwards.

"Look out!" Bumblebee said as he unloads his cannon arm at the evildoer. After a few heavy shots, the remaining vehicon shot the ground making dust fill the air. While the armored man and Bumblebee were coughing from the dust, he transforms back into vehicle mode and drives off.

When the dust cleared up, all that was there was the armored man, Bumblebee, and Sam. Bumblebee jerks his head up making his mask go back to the top of his head and his cannon arm transforms back into his arm. Then he walks over to the man and said, "Thanks for the backup."

"No problem," the man said, "though this isn't what I wanted to do this morning."

Bumblebee chuckes and said, "Me either."

Then Sam came walking out from his hiding spot and went toward Bumblebee.

"Are you okay, Sam?" Bumblebee asked.

"Yea, I've been through worst." Sam replies.

Bumblebee chuckles when he said that. Then he turns to the other man and said, "So who are you?"

"Rhodes" the man said as his faceplate lifted up showing a dark colored man, "Lieutenant Colonel James Rhodes of the United States Air Force. Who are you supposed to be? Some kind of big fighting robot?"

"Sort of." Bumblebee answers, "I'm Bumblebee of the Autobot."

"The What?" Rhodes said.

"The Autobot are a group of warriors from the planet of Cybertron that have happened to come to this planet." Sam answers to him.

"How would you know about these 'warriors'? And who the hell are you?" Rhodes said.

"My name is Sam Witwicky and I…." Sam began to say when Rhodes interrupts him.

"Wait wait," he said, "You are THAT Sam Witwicky?" Sam nods his head up and down. "Well shoot! I have heard about so much of you and your 'adventures' from one of my old friends."

"Really." Sam said, "Who is your old friend?"

"Robert Epps" he said, "Do you know him?"

"Know him?" Sam said, "He has saved my butt many of times. I can't believe you know him."

"Yes I do." Rhodes replis, "He and I were bunkmates during training in the Air Force. I knew he was part of something big but I didn't think it was this big."

Just then, a beep came through Rhodes's comlink. "_Rhody, where the hell are you?"_

"Hang on, I got to take this." He said to 'Bee and Sam. Then he turns away from them and put two fingers near where his ear is and replies, "Tony, what is it?"

"_Where are you at? You were supposed to be here about 10 minutes ago" _Tony said on the other side of the comlink.

"Sorry about that Tony had to take care of some things first. I'll be there in a bit."

"_Well hurry up and get your butt over here or I will take the suit back that you stole."_

"No I didn't steal it; I'm borrowing it from you for life."

_Just get over here Rhody."_

"Okay, I'm on my way." Rhodes ends the transmission. "Listen guys," he said to Bumblebee and Sam, "I would love to keep chatting, but I'm needed elsewhere."

"Where are you going?" Bumblebee asked.

"For some reason, I'm going to the Department of Health and Human Services." Rhodes said.

"What a coincidence, we are heading toward there too." Bumblebee said.

"Yea." Sam said, "We are going there right now."

"Really?" Rhodes said, "Then I'll follow you guys, but I think people will notice a giant yellow robot running down the street with a guy on his shoulder."

"Don't worry about that," Bumblebee said, "there is more to me than meets the eye." After he said that, he transforms back into vehicle mode with Sam hopping into the passenger's seat.

When Bumblebee did that, Rhodes whistls and said, "Wish I could do that."

As his faceplate came back down and he activated his rockets and flew into the sky while Bumblebee drove off back onto the streets heading to NEST HQ with Rhodes right behind him.

[Date: July 10, 2012 Time: 5:30 PM [IST (UTC +5:30)]; 8:00 AM [EDT] Location: Calcutta India]

It was a pretty quiet time, in terms of activity, in the town of Calcutta. People were still buying items from downtown; children were running around, things were quiet especially around a certain man. This man was the best doctor in the town; he could help anyone with any sickness as long as he keeps his cool.

The man was doing some reading when suddenly some strange figures came into his home. He looked up and asked, "Hello, how may I help you?"

These strange men just looked at him and one of them said, "Doctor, you need to come with us now."

"I'm sorry but I don't understan…." He said until he faints due to a canister of knockout gas was dropped by one of the men. The gas spread all around the room.

They grab his sleeping body and take him outside to a jeep that was waiting on them but not before they put a strange looking collar on him. They put him in the back and start to drive off. One of them grabs the speaker on the radio and starts to speak into it.

"We got him boss." he said.

"_Excellent" _a voice said_, "Now our plan can finally commence. Make sure he stays asleep."_

"We will, the device is already in place, we are going to the rendezvous point."

"_Good, make sure he gets here in one piece!"_

"Understood, it will be done." He said as he endd the transmission with an evil look on his face as they drive off into the Indian forest.

**Where are they taking the doctor?**

**Will Wheelie and Brains ever get on Carly's good side?**

**Will Rhody keep to suit?**

**Stay tuned to find out**

Author's Notes

Things are starting to heat up here. Before we go into Chapter 7, there are some things I need to explain real quick. First off, both Carly and Sam are married. They got married about a month after the Battle of Chicago. Second of all, their baby, Daniel Witwicky, is the same name from the G1 series and his nickname is 'Sparkplug', (for all you G1 fans). Third thing, Bumblebee's processing unit (his voice box) has been fully repaired thanks to Ratchet so he won't need to beep or to use the radio to talk; now we can understand him. Fourth, the vehicons in here are based upon the ones in Transformers: Prime and those were Cadillac Ciens, (I checked) so if you don't know what this kind of car is, then google it. Also, War Machine will be in here as a 'temporary' Avenger. (Thor will be here soon) Lastly, you should know who the kidnap 'Doctor' should be considering of all the clues I gave you. I think that covers it all. Please keep reading and commenting guys. On to Chapter 7!


	7. Shocking Developments

**Disclaimer: I don't own Marvel or Hasbro. Thank you.**

Chapter 7: Shocking Developments

(No 'the' in the title)

[(Earth) Date: July 10, 2012 (Earth) Time: 12:30 AM [EDT] Location: Asgard]

All is peaceful in the world of Asgard. It has been over an earth year (I don't know that real date or time of Asgard) since the reign of the one called Loki, AKA the God of Mischief and Deception, which almost saw the death of Odin, the God of All Gods, and the destruction of The Frost Giants along with their world of Jötunheimr. Watching over the Nine Sacred Realms at the edge of the Rainbow Bridge was Heimdall, the watcher and protector of Asgard. He was very tall with colored skin, gold plated armor covering most of his body, and a helmet. With his mighty sword in hand, he gazes upon the vast worlds before him with his orange eyes, watching and listening to everything that was happening in the realms (including you reading this story).

Then, riding towards his position is a white horse with a young looking man. The horse stops about 50 ft. from him and the rider jumps off and walks towards him. This man was wearing Asgardian armor with a long red cape, his hair was long and blond, and his eyes were as blue as the sky. He walks up to Heimdall and said, "Hello, my old friend. Any news to be spoken of?"

"Nothing in particular." He said in a strong voice that has a bit of an echo.

"How is she?" he said.

"She is doing quite well, though she still misses you very much." Heimdall replies.

"As do I." he said with a tear coming from his eye, "I wish I would have talked to her when I was on Earth not so long ago."

Heimdall nods and said, "There will be a time that you will see her again. You just need to… Hold on a minute." He turned his head a bit to the left looking at the Realm of Midgard (the realm that Earth [and Cybertron] exists in) and spots something.

"What is it?" the Asgardian said.

Heimdall tighten his focus and said, "We might have a situation. I see that the staff that Loki used in your last 'meeting' has been stolen from the ones that were guarded it."

"Are they from Loki's army?" the other one said.

"No, they are not from that world." Heimdall explains, "I do not know what they are."

"But if anyone uses the energy of that staff, they could easily try and free Loki or even worse!" the other one said.

"Then we must act quickly. Loki must not be freed or the power of the Tesseract to be in hostile hands." Heimdall answers, "You must be ready for battle, young king."

The young king of Asgard nods to him and said, "You keep watching them and see what those creatures are up too, I will go tell Odin." Then he hops back onto his horse and starts to ride back towards the home of himself and Odin.

Heimdall nods and said, "That is my job." Then he went back to watching the events that are happening on Earth.

[Date: July 10 Time: 8:00 AM [EDT] Location: Helicarrier, 17 miles off the coast of Washington D.C.]

Things have start to settle upon the Helicarrier since the fiasco a few hours prior. The Helicarrier was still on the water and being repaired as quickly as the workers can go. All seems well on the Helicarrier except for one thing: the Staff was stolen.

Fury was sitting at the debriefing desk, thinking of all the events in the past few hours. He was still hurting in some parts but the only thing that was hurting the most was his pride. He allowed an intruder to enter his base of operation and letting him not only cripple the whole boat and hurting one of his finest agents, but letting him take off with a weapon that could destroy the whole planet. He just sat there, arms folded, not moving a muscle when suddenly Agent Maria Hill came walking up to him and she sat down in one of the chairs next to him.

"So." She said.

"So what?" he replied

"So what the plan?" She said

"I don't know." he said in a firm voice, "I have never seen anything like this before in my life: strange robotic-like creatures turning my Helicarrier into a bath toy, almost killing one of my finest agents, and taking the staff like taking candy from a baby. When I see that little son of a b**** that has done this, I will personally see to it that HE DOESN'T LIVE AGAIN!" he slamms his fist into the table during the last part of that statement.

"Yea, well get in line, Fury." A voice said from the doorway. That voice was from Agent Barton. "I have some things I want to do to him as well."

"So, how bad is she?" Fury said to Hawkeye.

He takes in a deep breath and replies, "She's in rough shape. But, hopefully, she will be back on her feet soon enough."

"We need to locate the staff ASAP." Fury said. Then he turned to Hill and said, "How long until communications will be online?"

"Right now we will hopefully have communication fully online within a couple more hours." Hill replies.

"_Well, at least I won't hear from the Council for the next few hours, at least one thing could go right_." Fury thought to himself.

"Director." one of the engineers said as he ran towards him, "We are getting a transmission from… from a Quinjet right outside."

Fury sat up and said, "What do they want?"

"We don't know." The engineer said, "All the message that was transmitted said was for you to go outside and meet him on the landing pad. Also the message said to bring anyone else that was caught in the fiasco."

"Okay." Fury said, then he turns and said, "Hill, Barton, both of you come with me and keep your guns loaded, we might need them." Both Agents Hill and Barton nod and start to walk behind Director Fury as they walk out the door heading towards the landing pad.

(A few minutes later)

Director Fury, along with Hill, Barton, and a few other S.H.I.E.L.D. agents walk on out to the landing pad where a Quinjet was waiting for them with nobody else around it.

After a few long seconds, Fury finally cries out, "Okay, we are here. Show yourself." While he was saying that, both Hill and Barton were looking around hoping to find this mysterious person.

"Um sir." Hill said to Fury, "I don't think that person is here."

"He should be here somewhere." Barton replies, 'If he knows what's good for him."

After a few more seconds of looking, a voice suddenly rang out. "Hello Director Fury. I see you got my message."

"Who said that?" Fury said with a shaky voice, "Where are you hiding?"

"I will reveal myself in just a moment, but you must promise me that you will not fire upon me. My appearance may startle you." The voice said.

"What do you mean 'startle?" Barton replies.

"You will see soon enough. So Fury, do we have a deal?" the voice said.

"Yes, we won't fire, now show yourself." Fury said.

"Okay then, you might want to step back a bit." The voice agreed.

Fury, Barton, and Hill step back just a few steps and when they stops, the Quinjet starts to transform. The back of the jet changes around to reveal legs that were sturdy enough to take some gunfire while a good portion of the bottom hull went straight out to resemble power arms that also have some guns on it. The wings fold back to the back of the robot while the spinning turbines turned to the right about 45 degrees. The cockpit came down onto his chest and a head pops up. The head has a helmet covering the top and the side of his face with his eyes, nose, and mouth shown. His face looks like he has taken his beating but past the scar showed a middle aged robot, if you can imagine a middle aged robot, with blue eyes that can lock into his opponents. On his chest was that red symbol of trustworthiness. (I did a copy and paste from Ch. 5 just in case you guys forgot what this guy looked like)

"Whoa!" Barton said, "Now that's something you don't see every day."

"What the hell are you?" Fury said to the robot.

"Please allow me to introduce myself." The robot said as he kneels down, "I am Skyfire, air guardian and tactics leader of the Autobots, a group of robotic organisms from the planet Cybertron."

"So, you are one of them." Barton said with a smirk on his face, "Figures with the way that this day has gone."

"Wait, you know what he is?" Agent Hill said to Hawkeye.

"Yea." Barton explained, "One of my childhood friends had a cousin that joined a secret group of soldiers called, ummm, what was it? Oh yea, N.E.S.T."

"N.E.S.T.?" Fury asked, "What in god's name is N.E.S.T.?"

"N.E.S.T." Skyfire explained, "Is a secret group of specialized trained soldiers, both human and Autobot, designed to handle anything foreign in origin from this planet and to limit the movement of the Decepticons."

"Decepticons?" Hill asked with a question look.

"Yes, the Decepticons, a group of ruthless warriors that are like us Autobots, but all they want to do is to bring tyranny and destruction to all of the universe. We thought we destroyed every member of the Decepticons last year at the City of Chicago, but a few of them did escape..."

"And we met to escapees." Barton finishes the statement.

"Only a few of them. The ones that you met are known as Pretenders, special Decepticons that can take a human form." Skyfire said.

"This meant that they could have gotten in here as regular crewmen and ROB US BLIND!" Fury said with anger in his breath. "And now they have the staff to do 'what only God knows' and destroy the universe."

"So what do we do now?" Barton said, "I mean we are shorthanded here on the base and the fact that we don't know where most of the team is."

"N.E.S.T. has located some of your teammates already. I'm here to ask for your help in this matter. You and your team have more knowledge of the staff than any of us. So, Director Fury," Skyfire asked while leaning closer to Fury, "will you help us?"

"I don't usually help giant destruction-making alien robots," Fury said to Skyfire, then he gave a deep breath and finishes his statement, "but my duty is to make sure that this country, and in some cases the world, is protected from any hostile threat. I'm in."

"I'll in as well." Hill agreed.

"I've been meaning to give those guys a piece of my mind." Barton said.

"Do you have room for one more?" A voice said from the doorway. Everyone turns to the door, where a battered Natasha was standing. Still in her uniform, with a few scratches here and there not to mention a big white bandage her forehead. She walks over to them.

"Natasha." Clint said as he walks over to her, "What are you doing out of bed?"

"I've had my rest. Plus you do need the WHOLE team." Natasha said.

"Yes we do, but you are still…" He starts to say before she interrupts him.

"I'm FINE Clint." She said in a stern voice, "Besides, you aren't the only one wanting some payback."

He nods and said, "Okay, if you think you can fight, you're coming."

She nods. Then both Natasha and Clint walks over to Skyfire. Since she was in the doorway during the whole conversation, she knew what was going on.

"All right." Skyfire said, "It's time we fly. We are going to N.E.S.T. HQ for some major debriefing. Let's rock!" Then, after that last statement, he transforms back into an Quinjet and his back door opens up to allow everyone to board. After Natasha, Clint, Fury, and Hill were in Skyfire, he starts to rise up and then he took off, heading for Washington D.C.

[Date: July 10, 2012 Time: 10:30 AM [EDT] Location: Unknown]

In a small concrete room, lying on the floor was a man. This man was a well-known scientist all around the world, mainly in the field of gamma radiation.

"Ohhhh, where the hell am I?" he said as he was waking up.

"Ahhhh, Dr. Bruce Banner. So good of you to wake up from your slumber." A voice said from the other side of the bars. This man was in the shadows.

"What? Who are you?" Banner asked the shadow man.

"This is none of your concern at the moment Doctor." The man said, "All you need to know is that I need your assistance in a project of mine and I was hoping for your cooperation."

"And if I say no?" Banner said.

"Well, let's just say that you won't be seeing 'your other half' ever again, or even anything again." He said with an evil tone.

"Well, I'm not going to take that chance. I'm getting out of here now." Banner said as he starts to feel anger running though his veins. But then, he felt something else in his body. "AAAAAAHHHHHHHHHHHHHHHHHHHHHH HHHHHHHHHHH!" he cries out. Then he falls back to the floor.

"Did I forget to mention something?" the shadow said.

"What's wrong?" Banner asks in a painful voice, "Why can't I unleash my anger?"

"In case you want to know," the man said, "on your neck is a special device that sends volts of electricity all around your body, making your muscles relax. So you can't 'unleash your anger', as you put it, until that device comes off."

"You won't get away with this" Banner said.

"Oh, but I will." The man said as he started to lean closer to the bars. "For you see," then his whole face could be seen, all red and hateful, "I'm no ordinary man."

Banner gasps with his eyes wide open and said, "YOU! How can this be? You were killed decades ago!"

"But yet, I'm still alive." The man said as he went back to the shadows, "Now if you excuse me, I have a schesdule to keep up. Enjoy your stay Doctor." He walks toward the door and leaves the room, leaving a powerless Banner alone and helpless.

**Will Banner ever turn back into the Hulk again?**

**Will Natasha be ready to fight in time?**

**Will Fury ever have a decent morning?**

**Stay Tuned and find out**

Author's Notes:

Hey everyone. Sorry about this chapter being a bit boring (not a lot of action in this one, huh?) but they have to know what's going on. Chapter 8 will be the start of the assembly of the Avengers and the Autobots. Keep commenting on this story and if you have any suggestions, then either inbox me or just comment your idea though the reviews. On to Chapter 8!


	8. Some Assembly Required

**Disclaimer: I don't own Marvel or Hasbro. Thank you.**

Chapter 8: Some Assembly Required

[Date: July 10th 2012 Time: 9:30 AM [EDT] Location: Right outside NEST HQ, Washington D.C.]

It was a busy morning in not only Congress in Washington D.C. but the Pentagon was also buzzing around the news that the Helicarrier had to make an emergency landing onto the open Atlantic waters just about 25 miles from the eastern coast of Washington D.C. Everybody wanted to know what happened upon the deck of the Helicarrier during the night.

About 2 blocks away from the 'Department of Health and Human Services' a yellow Chevy Camaro was driving towards it with a passenger in the passenger's seat, wondering what was going on. Right above that Camaro was a flying suit of armor loaded with guns and steel and in that suit was an airman that had enough knowledge and skill to run the suit as well as Iron Man could if Iron Man used machine guns. The Camaro turns left onto a busy street and the man in the iron suit follows him. Then the Camaro slows down until it stops at the gate that leads into the 'Department of Health and Human Services'. The man in the suit flew up until his whole body was vertical then he lands right in front of the gate, next to the Camaro.

In front of the gate were two soldiers guarding the gate with their lives, making sure that anyone unauthorized wouldn't get any further than that spot. One of them came walking up to the passenger side of the Camaro and knock on the window and the man inside the car rolls down the window.

"Well, well, well." the soldier said, "Look who decided to come for a visit. Should have guess you be involved in this little fiasco."

"Yea, well, you know." The guy said, "That what I get for buying an alien car."

The other soldier walks over to the guy in the suit and said, "Sir, please identify yourself."

The man liftd up his face plate and said, "I'm Lieutenant Colonel James Rhodes of the United States Air Force. I'm here to meet with a friend of mine."

He walks over to the guard station and looks at his clipboard, looking for the name. "Ah, yes. Lt. Rhodes, Mr. Stark has been expecting you." The guard said.

"I'm sure he has." Rhody said under his breath as his face plate came back down.

"Alright!" the other guard said, "Both of them are cleared. You may enter." Then he presses a big red button and the gates open slowly. The Camaro starts driving towards the facility with Rhody flying right behind him until they reach the door, in which case Rhody lands onto the floor and walks in. Then both guards went back to their standing positions.

After a bit of walking, Rhody walks into the center of the building where all the buzz was happening at. Personal were walking all over the place, delivering pieces of paper to other people. Off to the right of Rhody position was six vehicles, sitting side by side. One of them was a silver 2012 Chevy Corvette Stingray Convertible. Right next to that Corvette was a Green Chevy BEAT and an Orange Chevy TRAX and alongside them were three NASCAR racers. One of them was green and while with a number 88 on the top, another one was red and had a 42 on the top with a Target symbol on the hood, while the third one was blue and white and had a blue 48 on the top with a Lowe's symbol on the hood. Rhody thought to himself, wondering why there were NASCAR racers here and why does it seem that many of the vehicles, including Bumblebee, are vehicles that are owned by General Motors. (Gee, I wonder why he would think that) After a few seconds of thinking, a woman walks over to him.

"Mr. Rhodes?" she said to him.

"Yes." Rhody answers to her.

"Would you please follow me as I will take you to remove you from your armor? I bet you are sweating in there." She said.

"Yes, of course." He said as both of them started to walk towards the armor-disassembly room.

Meanwhile, a bit away from where Rhody was, Bumblebee was driving slowly due to the fact that he is driving inside. Then he came to a stop near where a big semi-truck was resting along with a search and rescue vehicle, a Ferrari, and a light blue motorcycle. Sam opens the passenger door slowly and got out of Bumblebee. Then he starts to walk on over to them when he heard some voices coming out of Bumblebee.

"Hey, stop pushing!" one of the voices said.

"Well, I want out of here pronto." Another voice said. Then both of them fell out of Bumblebee though the passenger door. Sure enough, it was Wheelie and Brains.

"What are you guys doing here?" Sam asked them as they scrambled to get back on their feet.

"We didn't want you to have all the fun." Wheelie said, "Plus Carly hid the remote so we couldn't watch TV."

"Especially when this week is Star Trek Week on the SyFy channel." Brains said after Wheelie, "Not to mention, we couldn't handle being quiet all day without the threat of being force to stay outside."

Sam looks at Bumblebee and he said, "Did you know that they came with us?"

"Hey, don't look at me." Bumblebee said, "They must have gotten in after the battle just a while ago."

"Ok, both of you can stay, but you must be on your BEST BEHAVIOR, got it?" Sam said to Wheelie and Brains.

"Ok, we will." Wheelie said, "But I'm not guaranteeing anything."

"Yea, especially near Twiddledee and Twiddledum over there." Brains said as he pointed towards the Twins (Skids and Mudflap). Luckily, they didn't hear him say that or this would have gotten ugly.

As Wheelie and Brains start to wander off to somewhere else in the facility, Sam walks over to the big semi-truck. When he was a few feet away, he said to it, "So, what's going on this time?"

"Sam." a voice said from the truck, "I'm afraid that this time, it's bigger than anything else we have faced before." As he finishes his statement, the truck started to transform into Optimus Prime, the leader of the Autobots. When he stops transforming, the other three and Bumblebee follows suit and change into their robotic forms.

"What kind of problem is it now?" Sam asked, "I mean, if the Decepticons are gone, then…"

"Not all of them are gone." Mirage interruptes.

"What do you mean they aren't all gone?" Sam ask.

"It is true that we defeated Megatron and most of his generals during last year's conflict." Optimus answers, "But there are some Decepticons that stayed in places all around the universe in case of a situation such as this."

"And now," Ratchet replies, "those Decepticons have aligned themselves with an unknown group."

"We have called upon a different group to help aid us in these troubled times." Optimus said to Sam, "This group has some very special members in it. These members could be classified as, what you may call them as, 'Super-powered beings'."

"Super-powered beings?" Sam said. "You mean that they fly around with beams coming out of their eyes and wear tights?"

"Only a few of us can fly." A voice came off from the distance. Sam turns around and spots a 20 something man walking towards him. This man was wearing a tan leather coat with some blue underneath. His pants are blue and well-padded with red boots. "But for some of them, like me, we have to rely on our strengths."

"Sam," Optimus said, "This is Steve Rogers, Steve, this is Sam Witwicky."

"Ah." Steve replies as he shakes Sam's hand, "so you are that kid I have been hearing about."

"So, how much have you heard about me?" Sam said to him.

"Only the good parts." Steve replies, "And by how much I have been told of, you are a true hero."

"No." Sam said, "I'm only the messenger."

Steve gave a smirch when he said that. Then Optimus kneels down to one knee and said, "He has agreed to help us deal with this problem, along with his team."

"So you are one of those 'Super-powered beings', correct?" Sam asks.

"Pretty much." Steve said, "Though with me, my powers came from science."

"Really?" Sam asked, "So how did you get your powers?"

"Well, it all started in…" Steve starts to tell of his past when a man started to walk up towards them.

"Excuse me you two." the man said, "but all of you are needed in the debriefing area." Both Steve and Sam turned to him. This man was in his younger 30s, built like he could grab a weapon and fire it in an instant. He has black hair that was comb back, brown eyes, and he was wearing a standard dress uniform with a black tie, black pants, and black shoes.

Steve nodsand said, "Thanks for the info Mr. ummm."

"Barnes, Agent Cody Barnes" he said, "I'm the replacement for Agent Coulson."

"Ah, yes." Steve said in a broken voice, due to the loss of Agent Phil Coulson after being stabs by Loki, which was the push to unite all the heroes together to defend New York. (Let us take a moment to remember Agent Phil Coulson. *silence* Okay, thank you and R.I.P. Phil)

"Why, what happened to him?" Sam ask Steve.

"I'll explain on the way, but we better get over to the debriefing area." Steve replies as he starts to walk towards the debriefing area. Sam ran to be beside him as he explains the passing of Agent Coulson and how he became Captain America. Meanwhile, Optimus and the others start to follow beside them as they walk to the debriefing area.

[Date: July 10, 2012 Time: 9:00 AM [EDT] Location: Asgard]

Standing near the window in the feast room was the young Asgardian king, dressed in his Asgardian armor with his red robe. Off to the side of him was his mighty hammer: Mjornir. He was looking out the window, thinking about his past triumphs and his failures: being crowned King of all Asgard, defeating The Destroyer, trying to help his brother (oh I'm sorry I mean stepbrother), saving millions of lives in the Battle of New York. But one moment was burned into his head: meeting Jane Foster. He was in deep in thought when someone came walking into the room. That person was a warrior, a warrior that can hold their own if they need to. Of course this wasn't any ordinary warrior because that person is a woman. She walks over towards him.

"Are you okay, my king?" She said to him.

He gave a few seconds of silence when he replies, "No, I'm not Sif. I'm far from being okay."

"What's troubling you?" She said as she held his hand and both of them walked over to the sitting area on the far side of the room.

""I've learned from Heimdall that a few hours ago that Loki's staff has been taken and I fear that whoever is using it will try to free my brother, or worse." the young king explains to Sif. "I must find a way to get back to Earth but I can't because the Bifrost Bridge is lost to us and my father has gone into Odinsleep ."

He thought to himself for a second or two until he came up with an idea. "There is only one way to get there: using the power of the Tesseract." He stood up and starts to walk towards the door.

"Thor." Sif said as she stood up, "Are you sure you want to do this?"

"I don't want to." he said as he extended his arm. When he did that, his hammer flew into his clutches, then he turned back to her and said, "But I cannot allow such a weapon to be in anyone's hands."

"Well, if you are going, then so am I." she said with determination in her eyes.

He nods and said, "All right." Because he knew he didn't want to get on his bad side.

"And so are we!" a voice called out from the doorway. Standing in the doorway were three figures. One of them was big and husky with a long beard and was eating a big piece of mutton. Another one was slender and had a small beard (picture Obi-wan Kenobi without the lightsaber and the force and you got him), and the third one was a bit quiet in terms of talking but action, well, he is almost like Jackie Chan except younger. "Sorry to get into your conversation," the slender one said, "but if you are going to back to Earth, then you need a team beside you."

"Yea." the big one said as he finished his piece of mutton, "And besides, I have been ready to get in on some action for some time now. This place is beautiful and is home for us but sometimes I want to take my axe out for some exercise." The third guy didn't say anything but nods his head up and down to show Thor that he was ready to help him.

"You guys are truly good friends and great warriors." Thor said with a grin on his face, "Come, we must leave right away. Gather your armor and weapons and meet me at the end of the bridge in one hour and don't be late."

The three gentlemen nod their heads and they turn around to go suit up for the trip. Sif also walks towards the door and she stops at the door and said, "This will be a tough one."

"Indeed it will." Thor answers her as he walks to be beside her, "But we been through worse." She smils when he said that as they walk to their rooms to suit up for battle.

**Will Thor and his team make it to Earth in time?**

**Will Sam be ready for the journey ahead?**

**Stay Tuned and Find Out.**

Author's Notes: Hello readers, I hope you are enjoying the story so far. Sorry about there not being an evil event to happen in this chapter, but you will be hearing from them soon enough. Here's a hint: they got a new toy and are almost ready to activate it. Keep reviewing guys, I appreciate the reviews and don't be afraid to input some ideas for this story too, I'm always open for suggestions. Keep on reading. On to Chapter 9!


	9. The Secret Factor

**Disclaimer: I don't own Marvel or Hasbro. Thank you.**

Chapter 9: The Secret Factor

[Date July 10 2012 Time: 10:00 AM [EDT] Location: NEST HQ, Washington DC]

Sam and Steve were walking to the debriefing area on the far side of the building. Sam was in awe of the accomplishments that Steve has done in the time of being Captain America.

"…and that is how I got here." Steve concludes his story.

"Wow." Sam said in shock and awe, "And I thought I had it rough."

"What do you mean?" Steve ask him.

"I mean, you have been though a lot of events, not to mention you were frozen for 70 years." Sam explains.

"True." Steve said, "But those events have made me not only a great soldier, but a greater person. Dr. Erskine believed that I was a special kind of soldier, not for my strength, but for my heart. I joined the army because I don't like bullies and I wanted to protect the innocent from those bullies. There have been times that I start to doubt myself especially after the loss of my closest friend. But I had a good spark of light behind me." He reaches into his coat and pulls out a necklace. He opens it to show Sam a picture of her.

"Who's she?" Sam ask he looks at the picture.

"Her name was Peggy." He said with a touch of sadness in his breath. "She was the one that pushed me to be the solider you see before you. When I was a spokesperson for war bonds, I thought I was doing good things for my country, and I was in some degree. When I rescued the men of the 107th, including my best friend, she went out of her way to give me the confidence and the courage to go save them, and of course getting me a ride into the enemy territory."

"She was everything to you, wasn't she?" Sam said.

He gave a short breath and if you look close enough, you would have seen a tear going down his face. Then he said, "Yep, she was. If only I would have the opportunity to see her again but I can't because she passed some time ago. So I will keep her memory with me and maybe see her again when the good Lord calls upon me." After a few seconds of silence he said, "Keep your love ones close to you because you never know when you will lose them."

When Steve said that last sentence, Sam thought about all his loved ones and how he had to step up to save them from being killed, even risking his very life for Optimus Prime. Then after a moment or two he replies, "I will." When he said that, Steve gives a big smile.

Meanwhile over at the armor-disassembly room, Rhody just got his suit taken off. He was in his regular army uniform. He was walking towards the debriefing area when he saw a familiar face down on the ground floor. This man was in his younger 30's but he has been though more than many soldiers go through in a lifetime. He was wearing his regular army uniform with his iconic red beret on his head.

"Epps? Is that you?" Rhody yells to the familiar man.

The man turns around and said, "Rhodes? Hey! Wasn't expecting you to be here." Rhody ran down the stair well to meet up with his old roommate.

"Same here." Rhody said as both of them shake hands and gave each other a big old man hug. "Thought you would be behind a desk somewhere after all the crap you been though."

"Well I tried and tried to get behind a desk." Epps said, "But I have always been caught back in the fire fight. So what have you been up to?"

"Well," Rhody said, "It's a long story but to make it short: I have been (or at least trying to) keep Tony from killing himself on a daily basis, which is harder than it seems."

"Sounds like nothing has changed for you." Epps said with a chuckle.

"Pretty much." Rhody said. "So what are you up to now? Have they finally managed to sit you down?"

"Naw." Epps said, "Especially after that last battle about a year ago, it gave me the rush I haven't felt in years. But I only go into battle now when I need to be, otherwise I just work here keeping everyone bus…" Before he finishes his statement, he looked over Rhody's shoulder and said, "Hey, what are you guys doing?" Then he starts to walk over to one of the computers.

At that computer, two guys were watching a YouTube video of action figures talking in the style of the old Mac/PC commercials. One of the figures was Rorschach from the 'Watchman' movie while the other one was Deadpool from 'X-Men Origins: Wolverine'. Deadpool was singing a song while Rorschach wasn't doing anything except standing and being annoyed about Deadpool. (Yes this is a real video, I will explain at the end if you want to go watch it)

"…he's a mental case. Music is not his thing. So I wrote the theme, I'm so talented." Deadpool was singing on the computer screen. Both these men were giggling and laughing when Epps came over and yells "What the hell are you guys doing?" Both men froze when the hear Epp's voice and one of them said, "Nothing, Sir, we were just taking a break." The other guy move the mouse up and clicked on the - to minimize that window.

"Well, if you want to take A BREAK" Epps yells at the men, "then WAIT UNTIL THE END OF THE DAY! YOU AREN'T PAID TO WATCH VIDEOS WHEN YOU ARE SUPPOSE TO BE WORKING! SAVE THE VIDEO WATCHING FOR YOUR OFF TIME. DO I MAKE MYSELF CLEAR?"

"SIR YES SIR!" both men cry out.

"THEN GET BACK TO WORK!" Epps exclaims.

"YES SIR!" Both men said and one of them went back to his computer and both of them start working again.

"That's better." Epps said under his breathe. Then he turns to Rhody and said, "I'm sorry you had to hear that old friend."

"No, it's fine." Rhody said as both of them started to walk towards the debriefing area. After they were out of view, both men came back to that computer and continued watching the video.

"Are they always like that?" Rhody ask Epps.

"Well, they are new here." Epps explains. "They were working in a place they called the 'Helicarrier', I don't know what they were talking about but we somehow hired them."

"Do you know why they can here?" Rhody asks.

"They said that they were fired because both of them were playing video games while on duty. But the way they are going, they wouldn't be here for long either." Epps explained.

Rhody nods and said, "I hear that. Now we better get to the debriefing area."

"Agreed." Epps said as both men start to walk faster to their destination.

After some more walking Epps and Rhody made it to the debriefing area. This area was very large so that the Autobots could have enough room to hear the debriefing. In the middle of the area was a platform that was tall enough for Optimus to observe from his tall height. On that platform was a big table with roughly 14 chairs so that the people involved can be debriefed in a timely manner and on that table was a big N.E.S.T. logo. There are multiple screens so that any other important personal that were not there could hear and comment on the meeting. Already waiting at that table was none other than Nick Fury accompanied by Maria Hill, Hawkeye, and Black Widow. Also at the table were Sam Witwicky, Steve Rogers, and a stranger that no one really knew of at that moment. Epps climbs up the ladder with Rhody right behind him. When both of them were on the platform, both of them walk over to the table.

"Who are they?" Epps whispers to Rhody.

"Just a few of the toughest people you will ever meet." Rhody whispers back.

"Believe me." Epps said back, "I have met some tougher people."

"Let's see." Rhody replies. Then he said to Fury, "Director Fury, Lieutenant Colonel James Rhodes at your service." When he said that, he put his hand near his forehead in a salute.

"At ease soldier." Fury said and Rhody put his hand back down to the side. Then Fury walks over to him and said, "Now, have you seen your partner in crime?"

"He's technically not my partner but no I haven't seen him yet." Rhody answers.

"Well, let's hope he is a bit sober this time around." Fury said to Rhody.

"I'm hoping for that too." Rhody answers.

"Now then." Fury said to the rest of the people at the table, "Can someone please explain what I'm doing here?"

"You are here to aid us in a situation that we are having." A voice said from Fury's back. When he turns around and saw an olden figure walking towards the table accompany by a younger man.

"Well, General Morshower, It's been a while." Fury said to the man.

"It's been too long Nick." Morshower answers then he turns to the rest of the team and said, "Now, we do have a worst-case scenario at the moment. With the help of Fury and his 'advance team', we will have an advantage on the enemy."

"Excuse me for asking, General," the stranger said, "But who is the enemy?"

"I'm afraid it's worse than we could have though." Morshower said as he starts to brief everyone up to speed.

[Date: July 10 Time: 10:20 AM [EDT] Location: Prison Cell D, Asgard]

Sitting in this tough cell, his hands chain to the wall with a muzzle still around his mouth, is the God of Mischief and Deception: Loki. Loki spend all his days in his cell for the crimes of not only trying to take over all of Midgard but all of Asgard as well awaiting further punishment from his stepfather: the mighty Odin, The God of All Gods. Fortunately for Loki, he hasn't started his eternity of torture beyond compare due to Odin is in Odinsleep. (Using dark energy to transport Thor to Earth during "The Avengers" took a lot of energy for Odin)

"_I will make them pay for imprisoning me."_ He thought to himself (due to not being allowed to speak with the muzzle over his mouth), _"I'm the true ruler of all! All realms will FALL BEFORE ME WHEN I'M FREED."_

After a few moment of pure silence, the room starts to shake just a bit. One of the guards was walking by in his regular guarding movement when part of the wall opens up. A blue aura starts to cover part of the wall and then it opens to reveal empty space. The guard turned his staff weapon into attack position and moves slowly towards the open portal. After a few steps, a figure came out of the portal and before the guard can attack him, the figure gave a few big punches and pushes him towards the wall. Then, the figure grabs the guards' staff while the guard still has a grip on it and he pulls the staff towards him. Then, without warning, he jerks the staff back towards the guards, making him unconscious due to the staff hitting him on the head hard. The guard gives out a short moan as he falls to the ground. Then the figure throws the staff off to the side.

The figure walks towards Loki's cell and opens it up. He walks in and frees Loki from his chains. When Loki rises to his feet, he puts his hands in front of him, waiting for the mysterious figure to free his hands from the cuffs, but the figure had another idea. The figure reveals a needle with some strange liquid inside in his hand. When Loki sees this, his eyes open wide and he tries to move away for him, but too late. The needle is shove into the side of his neck and the figure pushs the other end down with his thumb, allowing the liquid to enter Loki's body. After a moment or two of stumbling to his feet, Loki falls to the ground and he start to lose consciousness but not without hearing a small chuckle from his attacker. His eyes slowly close shut and he was out cold.

The figure picks up the unconscious Loki and walks back to the portal and walks though, and then the portal closed up. Another guard came running towards the other guard right after the portal close and tends to him. Then he calls to another guard, telling him to give him a hand.

**Who is this mysterious figure?**

**What does he want with Loki?**

**Where in the world is Tony Stark?**

**Stay Tuned.**

Author's Notes: Wow, even I didn't see that last part coming. I wonder what will happen to Loki. Now there is a few things I need to explain. First off, the stranger is my original character, I will explain more about him in the upcoming chapters. Second of all, that video I was describing earlier is a real video that you can watch. The video is called "Hi, I'm a Marvel...and I'm a DC: Wolverine (Deadpool) and Watchmen". It's basically a Marvel and DC version of the old Mac/PC commercials from long ago. These videos are produced by a guy codenamed 'It'sJustSomeRandomGuy'. He is a genius at these videos. He has many more of these including some parodies, service announcements, and some awesome mini-series. All you need to do is type in 'Deadpool Watchmen' into the YouTube search and it should be one of the first ones that you can watch. Also if you love this video then subscribe to It'sJustSomeRandomGuy. He has a voice that is almost as impressive as Morgan Freeman's. (I don't know if his voice is a good as Morgan Freeman's, but he is very talented.) Third of all, one of the guys that was watching that video is the same guy that was playing video games during the big meeting on the Helicarrier in "The Avengers". I just wanted him to be in it because he cracked me up. Lastly, I hope everyone like the brief moment between Steve and Sam, kind of a father-son moment. I thought it might be awesome for Cap and Sam to have a special bond with each other. Well, I think that's it for this chapter so please review all these chapters if you want to and if you have any friends that would love to read this story, then share this story all around. Also, I'm still open for any suggestion and/or ideas for this story. Keep on reading, on to Ch. 10!


	10. Rolling Out

**Disclaimer: I don't own Marvel or Hasbro. Thank you.**

Chapter 10: Rolling Out

[Date July 10th 2012 Time: 10:45 AM [EDT] Location: N.E.S.T. Base Washington DC]

The Autobots (which are in their alt. modes except for Optimus who is standing next to the platform) and the members at the table are listening to all the information that General Morshower has obtained. After the General was finish, all the members, including Fury, just sat and thought of all the information that was given out.

"So," Steve finally said, "Whoever these benefactors of the Decepticons are, they seem to have the upper hand. Since they have the scepter, it's only assumed that they may be trying to get the Tesseract away from Asgard."

"Asgard?" Sam ask, "You mean with the gods and flying horses or something?"

"Asgard is the home of many of the Norse Gods." The stranger explains to Sam, "I assume that one of those gods is Loki, the one that tried to level all of New York City just a few months ago. I had a good friend of mine that went in there to rescue civilians and he described it as 'Hell without the fire'.

"Indeed." Fury said, "He was sent back with Thor to Asgard along with the Tesseract itself. But now since the hostiles have the scepter, then they could possibly transport to Asgard and steal the Tesseract, or at least attempt to free Loki."

"And with the Decepticons aiding them," Optimus said, "There is no telling what they could do next."

"I agree with the semi." Agent Barton said as he stood up, "We need to place an attack on them right now."

"We will Agent Barton," Fury said, "but right now we don't even know where they are at. We need to figure out where the scepter is before we call in a giant robot strike."

"I know where they are at." A voice said from the far side of the platform. That voice belongs to none other than Tony Stark. He walks over to the table looking a bit tipsy, but of course he is always a bit tipsy, but he seems sober enough to actually get things accomplished.

"Tony, where the hell have you been?" Fury asks him.

"Been busy over the last 24 hours." Tony explains to Fury, "Well with the work of the renovations, not to mention getting JARVIS back online after a nice little destructive BIRD decided to turn my computer into a walk-in LIBRARY!"

"Wait a minute." Steve said, "What do you mean a bird?"

"The new TV that I ordered for yours truly wasn't just a TV, it turned out that it can change into a robotic bird that can fly around and shoot with machine guns" Tony said to Steve.

"Wait." Sam said, "That bird that you are talking about sounds just like Laserbeak, but I thought he's dead."

"The Decepticon known as Laserbeak is dead." Optimus said, "but that doesn't mean there aren't clones of him."

"So he is a clone?" Sam ask Optimus.

"I believe so." Optimus answers, "The Decepticons must have used this clone to obtain information regarding the location of the scepter."

"That and putting in a virus that crippled my computer systems." Tony said, "But luckily for me JARVIS had a backup system that kicked in some time ago. But that isn't the one thing it took."

"What else did it take?" Clint asks Tony.

"When I went back to Stark Tower some time ago, I went through the system and saw that he also copied a blueprint for my new arc reactor." Tony said.

"So what, they are going to steal the Tesseract from Asgard and open a portal to the other side of the universe?" Clint said.

"Or maybe open a portal to Cybertron, the home world of the Autobots and the Decepticons." The stranger said. "Either way, they will make their move very soon."

"So Tony," Fury asked, "where are they at?"

"According to my scanners," Tony explains, "their base is located somewhere around…" He was going to tell them where when suddenly a young woman came running to the debriefing area.

"Hey!" this woman cried out, "We have a problem!" Everyone turns to the right and saw a young 30 year old woman with brown eyes and hair. She walks over to the table.

"What's the situation Ms. Foster?" Fury asked her. (For the people that don't know, Fury is talking to Jane Foster)

"I've just detected a massive burst of energy in the middle of the United States." She said as she lays out pieces of important documents onto the table, including one with energy readings. "The energy patterns are identical to the one that Thor came out of the first time he came to Earth. I think that whoever took the scepter, they have used it."

"Then we are already too late." Steve said, "They must have used the power of the scepter to break into Asgard. They could have the Tesseract in their possession."

"If they do have it, then it's time we stop talking and go get it back before the world is gone." Clint said as he hit the desk hard with his fists.

Fury nods as he turns back to Jane and ask, "Do we know where they are?"

"No, I couldn't locate the exact location." She said as she lowers her head.

"I know where they are." Tony said, "Before I was interrupts, my scanners have picked up a faint signal from the scepter. Its location is near a former naval training base near the small town of Pekin, Iowa."

"Wait!" the stranger said with fear in his breath, "did you say Pekin, Iowa?'

"Yes, why do you ask?" Tony answers him.

"Because I know that place. I'm from around that area." the stranger said. After a brief pause for thought he said, "They must be using the school as a base of operation."

"School?" Fury ask the stranger, "You mean to tell me that that area is a school?"

"It was a school for a while; I'm actually a graduate of that school." He said, "But it was closed down a few years ago due to budget cuts. The buildings are still up not to mention the runaways are also visible."

"So they are using an old naval base/former school to hide out? But why would it be at that spot?" Natasha questions.

"It seems that the Decepticons have chosen this location to keep away from major civilization so they can carry out their plan." Optimus said. "If we want to stop them, then we must strike them now before they can hurt anyone in that area."

"Luckily, most of the people living around that area have moved away." The stranger said, "The only major area of people is about 25 miles to the south."

"You sure know much of this location." Sam said to him.

He nods and said, "I do because I'm from that area which is why I should tag along for this mission. I know that area like the back of my hand, which would give us an advantage."

"Are you sure you want to?" Clint asks.

"Believe me." he said, "I still have family in that area and I will not let them die today."

"Alright." Fury said, "We know where they are, so let's go and get back that scepter." Everybody nods and Fury continues, "Agent Hill, call the Helicarrier and tell them to get some of our jets into the sky."

"Yes sir." She said as she turns and starts to call the Helicarrier.

"Cap" he continues, "We need you to take a team with you and infiltrate the area and locate the scepter."

"Right" Steve said.

"You." Fury points to the stranger, "You go with Cap and help him. If you do know that area so well, then finding the scepter will be quick."

"You can count on me." He said.

"Good." Fury said "The rest of you will stay here and be on standby in case we find any more disturbances. Now get moving!"

"Yes SIR!" Everyone said and all of them start to leave the debriefing table and start to go towards their stations.

Optimus turns to Bumblebee and Mirage and said, "Bumblebee, Mirage, get ready for battle."

"Yes sir." Bumblebee replies.

"Ready to go." Mirage answers.

"Autobots," Optimus said, "Roll Out!" Then he transforms back into his alt mode and drives towards the launching area.

[Date July 10th 2012 Time: 10:45 AM [EDT] Location: Asgard]

Riding towards the end of the Rainbow Bridge on their horses are four warriors decked with different weaponry suited for their battle style. They stop at the edge of the bridge where Heimdall was guarding and got off their horses, waiting for the young king of Asgard.

"Are you sure you want to do this?" Heimdall asks them.

"Yes" Sif answers, "Wherever Thor goes, we will be there by his side."

"Then I wish the best of luck for you all." Heimdall said.

"Thank you." She answers as the sound of hooves start to fill the air. When she and the Warrior Three look back, they see the king of Asgard jumping down off his horse with his hammer in one hand and a container in the other hand. In that container was the Tesseract.

"Thor." Sif said as she spots Thor's eyes as they were filled with rage, "What's wrong?"

"I have just learned that just a bit ago, my brother was taken from his cell." Thor explains. Everyone gasp about the news.

"What?" Fandral asked, "Who could have taken him?'

"I don't know." Thor said, "But according to one of my guards, he was armed with a gun, some armor shielding, a black mask, and, what he said as, a 'robotic' arm. He was knocked out for a moment and the last thing he saw was the man walked over to the cell and freeing him but not without putting some kind of knockout serum in him."

"So, whoever took him may not be on his side." Sif said.

"It might be true of that," Thor said, "but if the one that took him has him as a hostage, then Earth may not be safe for long."

"Then we must be moving. If they have Loki, then who knows how long Earth has." Volstagg said.

"Agreed old friend." Thor said as he lifts up the container. Sif and the others came walking up to the container and while Sif grabs the other handle, the Warrior Three touch the outside of the container.

"Remember," Heimdall said, "While you are on Earth, the Tesseract will be yours to protect. If anyone uses it to get to Asgard, I will be force to destroy it and stranding you on Earth forever."

"We will guard her with our lives." Thor said to Heimdall and then he said while looking at his team, "Let us go and protect not only Earth, but all the realms." When he said that, he turns the handle on the container and a blue light was streaming from the Tesseract and they disappears, going to Earth as fast as they could.

"Good luck to you all." Heimdall whispers, "You will need it." Then he stood back in place, sword in hand, defending Asgard.

[Date July 10th 2012 Time: 09:50 AM [CDT] Location: Former Naval Base Pekin, Iowa]

Waking up from his nice little nap, Loki found himself in a small little glass cage, similar to the one in 'The Avengers'. His muzzle was gone but he was still in chains.

"Let me out of here!" he cries out, "Or you will feel my full wrath!" After a few moments, a figure started to walk over to the cage. This man was wearing a black suit but the one thing that Loki really notices about him was that his face was redder than the blood flowing through this veins. "Who are you?" he said to the man.

"That is none of your concern Mischief one." The man said, "Oh, I know much about yourself and your 'past attempts' to be the king of all. The problem with that is, I'm going to rule everything and not you."

"You will not take my place as ruler of all the realms; you will only live to SERVE ME!" Loki bellows out to the man.

"The only thing I'm going to serve is you to my machines." The man said, then he turns towards a robot figure which shows a big robot with a giant face of an old face.

"Doctor Zola," the man said to him, "you may proceed."

"With pleasure, my lord." The robot said as he starts to press buttons on a console. Then, over Loki cage, bolts of electricity could be seen.

"Now," the man said, "you might feel some sensation."

"What do you…" Loki repls when suddenly, he started to feel bolt of electricity start to come into his body.

"AAAAAAAAAAHHHHHHHHHHHHH!" he screams in tremendous pain, feeling every jolt of electricity going through his body.

All the man could do is watch, hearing the God of Mischief yelling out in pain. Then after a few more moments, he said, "That's enough Doctor!" Dr. Zola pressed some more buttons to turn off the machine. Loki fell to the bottom of the cage.

"My lord." Dr. Zola said, "We have extracted some of his energy."

"Excellent!" the man said, "With his power, we can run our new machines and conquer all worlds. Now, get him to the cell. We have no use for him at the moment."

"As you wish, my lord." A voice calls out from the far side of the room. Two men in HYDRA suits appear and they release Loki from the cage and start to carry him to the cell area. The man then said, "This time no one will stop me." Then he turns around to face about 10 HYDRA guards, with a glass of wine in his hand. He lifts it up and said to the men, "Hail HYDRA." Then he takes a sip of wine.

"Hail HYDRA!" the men said in unison while lifting their arms out in salute. They kept saying it over and over again.

"Hail HYDRA!" Dr. Zola cries out.

**Will Thor and the others make it to Earth in time?**

**Who is the mysterious NEST person?**

**When will there be action?**

**Stay Tuned and find out**

Author's Notes: Wow, this story is getting juicier by the chapter. Chapter 11 wouldn't be the major battle because it's still too early for that. Now the mysterious NEST agent isn't a superhero or a NEST soldier for the Transformers trilogy, information about him will be revealed during Ch. 11. So keep on reading, on to Ch. 11!


	11. An Unbelievable Conversation

**Disclaimer: I don't own Marvel or Hasbro. Thank you.**

Chapter 11: An Unbelievable Conversation

Quick Author's Notes: Hey everybody, before you start reading this chapter, there are a few things that I need to say. First off, the 'stranger' in this chapter will be revealed. This person is my OC (Original Character) so nobody better steal him unless you ask me to use him. (That means you Hasbro and Marvel) Second of all, well, I got nothing else to say so enjoy this chapter. Also, if you are confused with the title of this one, then read this chapter and it will make sense. –ComicFan22

[Date: July 10th, 2012 Time: 1:00 PM [CDT] Location: In the Air over Ohio]

Flying over the vast land of the United States en route to their destination, NEST and S.H.I.E.L.D. soldiers were quietly prepping for the battle ahead. There were 2 F-22s leading the convoy through the air. Right behind them were 4 C-17 Carrier Jets carrying most of the troops and the Autobots (and one was just for Optimus' trailer). Right off to the side of the C-17s were 4 Quinjets with some of the S.H.I.E.L.D. troops. But one of those Quinjets was a special one, because that Quinjet was Skyfire. Inside Skyfire's hull were some very important people. The first one was Captain America in his standard red, white, and blue padded uniform with his cowl pulled back and his weapon of choice: his vibranium shield lying next to his seat. Next to him was Black Widow in her standard black uniform and next to her was Hawkeye. On the other side of them was Captain William Lennox in his regular 'going to save the world from alien robots' uniform. In front was nobody, which seemed strange to the passengers but since it is Skyfire, then there is nothing to worry about. There was also another person in the hull too. He was standing up near the front, leaning against the wall with his arm crossed, deep in thought. He was deck out in black N.E.S.T. clothing with a few pistols on his side and on his right shoulder where an N.E.S.T. patch should be was instead a patch with a golden tigerhawk. His eyes were brown and his hair was dark brown and combed back for a slick look. He hasn't said a word since the debriefing. After a few more moments of silence, Steve stood up and walked over to the stranger.

"You seem very quiet." Steve said to him.

"Yea." the stranger said in a quiet voice, "I just have too much on my mind."

"What's your name, soldier?" Steve ask him.

"James, Derek James, formerly of the 224th Combat Engineer Battalion." The stranger said.

"So, Derek," Steve said, "You are a native to these parts?"

"Yes I am." He said, "Like I said in the debriefing, where we are going is basically my backyard. I lived about 15 miles away."

"So their base is an old naval base?" Cap asks him.

"Yes." Derek said, "It was an old naval training base during World War II. It was closed down shortly after the war and about a decade later, it was converted into a school for most of the area. My class was the second to last class to graduate there. They close it down due to financial troubles."

"So the buildings are still up?" Cap ask.

"All the buildings haven't been torn down as of yet though it only has been about 2 years now. All that's left is the old daycare, the bus depot, and the whole school." Derek said.

"So how did you manage to be part of this team?" Cap ask.

"I started as a soldier for the 224th," Derek explains, "then I rose through the ranks enough to be promoted. My officers were impressed with my skill, in fact they were so pleased and amazed that one day I got a call from Washington and on the other side was General Morshower, asking me if I would like to join with NEST. I agreed and the rest is history."

"Interesting." Steve said, "So what kind of skill do you have?"

"Well," Derek said, "I know 6 different types of Martial arts; I have a bachelor's degree in computer engineering; I also have a photographic memory; and I know how to use and operate multiple types of weaponry but my favorites are my M9s."

"Impressive." Steve said, "You are a well-trained soldier."

"Yea," Derek said, "But I'm not as well-trained as you. I grew up listening to stories about you from my grandfather. He was one of the soldiers that you saved during your first outing as Captain America. He told me that you were crazy into freeing everyone with nothing but your shield but after you and the rest of them made it back to camp then he gained respect for you."

"Sounds like your grandfather make it out of the war." Steve replies.

"Yes he did, he lived to be 95 years old with good health and a sharp mind." Derek said with a chuckle, "Sometimes I wonder what would have happened if you didn't save the men of the 107th."

"Well for starters," Steve said, "we might not be having this conversation."

"True." Derek replies, "But all I know is that we are together now and we will protect this world."

Steve put his hand on Derek's shoulder and said, "We will. If you are just a good of a soldier as your grandfather was, then I'm honored to have you on my team."

Derek nods and said, "I'll do my best." Steve also nods and then he turns back and returns to his seat while Derek resumes his train of thought.

[Date: July 10, 2012 Time 12:00 [CDT] Location: Naval Base, Pekin Iowa]

It was quiet in the cell where Dr. Bruce Banner was residing at the moment. He was just sitting there quietly, thinking about ways to escape this deathtrap and to get this collar off of him. He wants to unleash his rage very badly because he wants out of this place ASAP. After a few more moments of silence, a door opened up and two HYDRA agents came walking in with another prisoner in their hands. One of them opens to cage while the other one pushes in the prisoner and they lock it again.

"Now both of you play nice." One of the guards said as they left the room.

When Banner look towards the prisoner, he saw a familiar face. Then, he realizes that the other prisoner was Loki: the God of Mischief and Deception, the guy that he beat into the floor at Stark Tower a few months prior, the guy that was responsible for him being found by S.H.I.E.L.D. When Loki finally moves and look at his cellmate, he gave a gasp and moves as fast as he could (he was still wearing his shackles on his arms and legs) to one of the corners. Loki was in fear of Banner because, well, you know the story, and didn't want to get hurt again. There were times that Loki has been in great fear but this time he really was afraid. After 10 minutes of quietness, Banner finally stands up and starts to walk towards Loki.

"Please, stay back!" Loki said with fear in his voice as he tries to go back further away from Banner but his back was against the wall. "I don't want to be hurt again."

"Even if I want to hurt you, I can't at the moment." Banner said in a calm voice, "While I still have this collar on me I can do anything."

"So you are powerless at the moment." Loki said.

"At the moment, I'm just as human as anyone else on this planet." Banner said.

"Well, now I wouldn't have to fear you so much for now." Loki said, "Of course soon enough I will have nothing to fear!"

"So what are you doing here anyway Loki?" Banner said, "I mean this cage shouldn't have a god such as you contained within it."

Loki told Bruce about the events that happened prior to this moment, including being taken from Asgard, being drugged, and also being drained of his power.

"So it sounds like both of us are staying here for a while." Bruce said.

"You can stay all you want in this hellhole but as soon as I get a chance, I'm going to give them a piece of my mind." Loki said with anger in his voice.

"Well, if you are going to trash them around, then count me in as well." Bruce said, "I been waiting to bust out of here since they threw me in here."

"So what would they want with a brute such as you?" Loki ask.

"They don't want me for my strength; if they were then this collar wouldn't be tried around my neck. I really don't know why they would need me." Bruce said. "But what I'm been wondering is why did take capture you?"

Loki thought to himself, not really knowing the answer. He has always been one step of everyone during his past plans but this time, he wasn't the one that was leading the charge. "I don't know." He finally said, "Usually it's me that doing all the deception but… This time, I'm not the guy in charge. The guy in charge is a human."

"Yea, I know who he is." Bruce explains, "His real name is Johann Shmidt, but he likes to be called the 'Red Skull'. He was a German leader during the Second World War with ambition that could easily be on the same level as yours: power beyond all compare, making all that come before him bow down to him. It was said that he died before unleashing his full might on the world."

"Why does he need the Tesseract?" Loki ask.

"His secret WAS the Tesseract." Bruce said, "He used the energy from it to power all his weaponry and almost overthrow the entire world with his personal army known as HYDRA."

"Well, I don't care who he is, when I'm free from these chains, I will show him to NEVER hurt a GOD SUCH AS MYSELF!" Loki said with anger in his breath.

"Well, by the looks of things, we aren't getting out of here for quite a while." Bruce said. "So we might as well at least make it bearable by not getting on each others' nerves."

"Oh, you are a little too late for that." Loki said.

Just then, the 2 guards came back in and one of them said, "Both of you are coming with us right now."

"What happens if we say no?" Loki said.

The other guard pulls out a strange pocket device with a few lights and two buttons. He presses down on the left button and as he done that; Loki started to feel volts of electricity surge throughout his whole body. Loki cries out in pain, feeling volts in every part of his godlike body. After a few seconds of tortuous pain, the guard lifts his finger off the button and the pain stops for Loki. Breathing heavily and with pain in his breath, he lifts his head and said, "What the hell was that?"

"Your shackles are connected to a power generator." The guard said, "It's a safety effect for HYDRA. If you resist, the shocks will get more painful by the setting. Resist too much, and we will test the full extent of your durability."

"You will pay when I'm free!" Loki cries out.

"We will see about that." The other guard said, "But for now, you are needed by our leader." Then he turns to Dr. Banner and said, "As are you Dr. Banner, resist, and you will get the same punishment as your fellow captive."

Dr. Banner stood up and surrenders himself to the guards. Both guards then unlock the cage and grab the men and carry them out of the room. When they were outside the building, they were walked towards a packing truck and pushed inside the back of the truck with special equipment. After everything was packed up, they shut the door leaving the two men inside and the truck along with a few more cars left the former naval base.

Leaving the former school was none other than the Red Skull with Dr. Zola right behind him. Standing at the end of the walkway was the evil Skyquake in robotic form with 35 HYDRA soldiers and 20 pretenders. The Red Skull then stops at the end of the walkway and he turns to the ones waiting and said, "Make sure that NO ONE follows us! Understand?"

"I don't take orders from a human!" Skyquake said.

"Well," he said, "If you don't then I wouldn't bring back the one you want."

Skyquake thought for a second and said, "Fine, but you better have him back online very soon."

"Well, we wouldn't if we keep behind schesdule." The Red Skull said, "Dr. Zola?"

"Yes my Lord?" Zola said.

"Is our little invention ready?" he ask.

"It's ready for our guest." Zola replies.

"Excellent!" The Red Skull said, "Now we must be off."

After he said that, both Zola and the Red Skull walk toward the special truck made for them. After they were in, the truck starts to leave. After the truck was out of sight, Skyquake turns to the small army and said, "All of you get into position. We must be ready for them." The HYDRA soldiers and many of the pretenders start to run towards their positions. Then, Skyquake turns to the pretender that was still left and said, "You know what to do."

The pretender starts to transform his body into an exact likeness of the Red Skull and said with a German accent, "Of course my master." Then he runs back towards the old school building. Then Skyquake turns and starts running towards the former bus service area and he transforms into jet mode and hid inside the bus garage, waiting for his foes to arrive.

"Those fools," he said under his breath, "they don't know what's coming next."

[Date: July 10th, 2012 Time: 1:00 PM [EDT] Location: S.H.I.E.L.D. Prison, unknown]

Things were quiet at the secret S.H.I.E.L.D. prison. This prison holds all the most dangerous criminals in the entire world. Things were quiet until sirens sound all around the prison. When these sirens sound to sound, the guards run all over the prison, making sure all the inmates were in their holding cells. But one of them was missing. What they didn't know was the worst person that could be loose on the world escaped thanks to some 'help' from a few new friends. When this person got a mile away from the prison with his new 'buddies', a train was waiting for him at the nearby train station. They went into the train and the train starts to move. Then the train starts to transform into a big space shuttle, heading towards the far north.

**Who is this escape inmate?**

**Will our heroes rescue Banner and (I can't believe I'm saying this) Loki?**

**Where are they taking Loki and Banner?**

**Will there be any more action in this story?**

**Stay Tuned and Find Out!**

Author's Notes: Hooray, we found a bit more on this stranger, just in time to found out that there is another stranger? What's going on here? Can we not have any strangers? The answer is No or this story wouldn't be as suspenseful. Also, Loki and Banner carrying on a conversation? Wow, now I have seen everything. Ch. 12 will finally have some awesome action, and maybe we might see this new stranger. Keep on reading!


	12. Home

**Disclaimer: I don't own Marvel or Hasbro. Thank you.**

Chapter 12: Home

[Date: July 10th, 2012 Time: 3:00 PM [CDT] Location: Dwight D. Eisenhower Airbase, 30 miles east of Pekin, Iowa]

The airbase was as quiet as it could ever be, due to the fact that not much action has happened in the Midwest as of late. (Except what happened last year in Chicago) After a few moments of calm and beauty, the sound of airplanes started to fill the air. Then, two F-22s appear over the horizon from the east, landing at the airbase along with four C-17s and four Quinjets; filled with N.E.S.T and S.H.I.E.L.D. soldiers. Shortly after all the planes landed safely, all the weapons and any extra equipment that was needed for this mission were pull out of the carrier planes and being assemble in a timely fashion. The sound of unease and hostility replaced the calm mood of the airbase. Every solider and personnel were moving as quick as they possibly can in order to strike the enemy before they are detected.

While the soldiers were getting everything ready for this mission, the Autobots were being unloaded from the C-17s and were being directed towards an open area so they could transform and prepare for battle. Bumblebee and Mirage went towards the open area as soon as they were unloaded but Optimus drove over to one of the C-17s and waits for the cargo to be unloaded. After a few minutes of waiting, most of the cargo was unloaded except for one major piece of cargo: Optimus' trailer. Optimus backs up into the plane slowly until he connects with his trailer. Once he was connected, he drives forward very slowly until the entire trailer was out of the plane. He drives the trailer towards the open area where the other Autobots are. The trailer was all shiny and gray with blue trimming on the sides and a long white line that has a gray Autobot logo at the end of the trailer. The cover over the wheels was the same style and color as the paintjob of Optimus.

When he reaches Bumblebee and Mirage, he stops for a moment or two to unhitch his trailer, then he pulls up another 15 feet and transforms into his robot mode. After he transforms, the trailer also transforms into a weapon holding platform, filled with extra guns, shields, swords, ammo, and can also turn into a jetpack for Optimus to use. The platform also holds a few extra guns for the other Autobots such as Bumblebee and Mirage. Optimus, Bumblebee, and Mirage walk over to the weapon platform and went over every weapon to make sure that all the necessary weapons and ammo were accounted for.

Across the way was Skyfire, who was still in his jet form, waiting for the passengers and equipment inside to be unloaded so he can transform without hurting anyone or damaging anything. His back door slowly lowers to the ground to let out the passengers inside. The first one to exit Skyfire was Captain America with his trusty shield on his back. Right behind him was Natasha with her two pistols, loaded to shoot on first contact. Right behind her was Clint, holding a special carrying case for his specialized bow and also had his special arrows on his back. After Clint came out, Captain William Lennox walks out of the Autobot with his serious face on. After a few moments of silence, the last passenger walks out of Skyfire.

It was Derek James, the rookie of the group, so to speak. When his feet touch the ground of the airbase, he gave out a long breath and starts to walk towards the group. While he was walking the short walk, his mind was filling up with the memories of the time he spend in the state of Iowa. Iowa was his home, his stomping ground, and he never would have thought that he would come back only to save it from destructive robots that were threatening the same place that he had many memories of prior to becoming a soldier. Clint looks behind him and saw the slow moving soldier with a sad look upon his face. He stops for a second to let him catch up as he wants to talk with him. When Derek had caught up with him, he starts to walk beside him.

"You okay kid?" Clint said to Derek as both of them walks forward.

"Yea." Derek said, "I'm okay."

"Then what is the matter?" Clint said.

Derek gave out a long breath and said, "I never thought that I would come back here to get rid of Decepticons. This place is my home, and I can't stand to think what will happen if they destroy the very place that I lived most of my life at."

"I know how you feel." Clint said, "I was born not far away from here."

"Really?" Derek said, "Where were you born at?"

"I was born in the town of Waverly, Iowa." Clint said.

"You were born in Iowa?" Derek asked him.

"Yes I was." Clint answers, "My father owned a butcher shop on the main square in Waverly."

"Wow." Derek said.

"Unfortunately, my brother and I had to leave when our parents were killed in a car accident." Clint said with some sadness in his breath, "We were taken to an orphanage on the east coast."

"I'm sorry." Derek said.

"No, don't be." Clint said, "What's done is what's done, we can't change our past, no matter how much we want to. The only thing we can do is change our future."

"Then my future is ready to be written." Derek said as he cracks a small smile, the first time he has smiled in quite some time.

"As is mine." Clint said, "Now let's go get this thing done."

Derek nods his head and said, "Agreed". Both Clint and Derek start to walk a bit faster to catch up with the rest of the group.

After a few minutes of walking, the group finally reach where the Autobots are at the moment. Optimus turns to them and said, "Are we almost ready to go?"

"Right about." Lennox said, "We should be ready to go in about 20 to 25 minutes."

"Good." Bumblebee said, "I want to get this done as soon as we can."

"So, where are we going again?" Steve asked.

"We are going to a former naval training base not far away from our current location." Optimus said. "If the Decepticons and their benefactors have made the base into a fortress, then we must be prepared for anything."

"Where would they be holding the scepter at?" Natasha ask.

"Of that we don't know." Optimus said.

"Then we will have to search the whole school for it." Derek said, "It's the only place that they can hide it without making too much noise."

"Okay." Lennox said, "So where do we start looking for it?"

"We should start in the elementary and make our way into the high school." Derek said.

"Then it's settled." Steve said. "But, in order to find the scepter, we need a diversion to bring out the Decepticons so the rest of us can go look for the scepter." After thinking for a moment or two, he snaps his fingers and said, "Okay here is what we do: we will divide into 2 separate groups: Group A and Group B. Group A will go to this open area beyond the Fieldhouse and start making a disturbance to make the Decepticons exit the school building in pursuit of you. Meanwhile, Group B will enter though the back of the school and try and locate the scepter."

"Terrific." Mirage said in a sarcastic voice, "Just what I wanted to do today: be the target."

"Come on Mirage," Bumblebee said, "It will be just like old times."

"Yea," Mirage said, "The times that I almost got my spark ripped out of me."

"There is no time for an argument." Clint said to the complaining Autobot, "The sooner we find this scepter, the quicker we can leave."

"Yea yea, I know." Mirage said, "So I guess that Bumblebee and me are part of Group A?"

"That's correct." Steve said.

"Great." Mirage said, "This will be fun."

"Also we will have Optimus join Group A along with Clint and some soldiers led by Lennox." Steve said.

"Why do I get all the tough jobs?" Clint said quietly to himself.

"Now, Group B will consist of Derek, Natasha, some S.H.I.E.L.D. and NEST soldiers and myself." Steve continues, "We will hang back for a few minutes to allow most of the Decepticons to go outside to deal with Group A. We will infiltrate the back end and look for the scepter."

"Alright!" Lennox yells out to the soldiers in the background, "We have a plan of attack, and now let's get moving! I want us to leave in ten minutes." All the soldiers started to run faster to get ready for the battle.

After a few minutes of finishing preparations, all the soldiers were ready to mobilize. Leading up front was Optimus Prime with his trailer connected to his back with Captain Lennox sitting in his cab. Right behind him are Bumblebee and Mirage ready to roll. Sitting inside of Bumblebee are Clint and his gear, ready to put some arrows into them, especially after the 'fun' time they had among the Helicarrier. Mirage was carrying Captain America, Natasha, and Derek. Right behind the Autobot are many different vehicles including a few transport vehicles to transport soldiers, vehicles with powerful machine guns on the top, and a few tanks, ready to fire at a moment's notice. When the 'Ready to Roll' signal was called out, Optimus starts to move forward with everyone following him, heading towards their destination.

[Date July 10th 2012 Time: 2:30 PM [MDT] Location: Alberta, Canada]

It was very peaceful and quiet in the dense forest of the territory of Alberta, Canada. The sound of different calls of wild animals can be heard from any part of the forest. The trees just stood there, not moving in the least. After a few minutes of quietness, the quiet air started to be filled by the sound of car engines. Over the horizon of the endless forest came some vehicles that are not native to this area. Out in front was a light blue motorcycle driving surprisingly without a driver. Right behind that motorcycle are a light green search and rescue vehicle along with an orange Chevy Trax and a green Chevy BEAT. Right behind them are 2 transport vehicles filled with S.H.I.E.L.D. and NEST agents.

After a mile of driving, the front four vehicles stop at the end of the rock road and they transform. The motorcycle transformed into a warrior type robot, the search and rescue vehicle transforms into a field medic type, and the other two vehicles transform into a couple of robots that were like the kids of the family, so to speak. The motorcycle pulls out a tracking device and starts to point it towards the north, hoping to find something important.

**Will they find the scepter in time?**

**What is the mysterious item in Canada?**

**Stay tuned and find out**

Author's Notes: Alright, the setting is set for the first of many battles that are yet to come. Please keep the reviews coming because I am very grateful of all your reviews and ideas. Keep on reading, true believers, on to Chapter 13.


	13. Revenge of the Fallen Part 1

**Disclaimer: I don't own Marvel or Hasbro. Thank you.**

Chapter 13: Revenge of the Fallen (Part 1)

**Warning: This chapter is lengthily**

[Date: July 10th 2012 Time: 4:15 PM [CDT] Location: 5 miles from Pekin Iowa]

The convoy of Autobots and soldiers are only a few miles from their destination and the mood in every vehicle is quiet. Every person in that convoy, whether they are an Autobot, N.E.S.T., or S.H.I.E.L.D. solider, were mentally preparing for the oncoming battle ahead. Each and every one of them knew that if they couldn't retrieve the scepter, then the whole world, if not the whole universe, could be in trouble. The mood in the third vehicle down the line (Mirage) was dead silent. The one person that was very quiet was Derek. He was sitting by himself in the back seat while Steve and Natasha were sitting up front. Derek was looking out the window, seeing all the scenery that he was accustomed to when he was growing up in this area of farmland and trees. This area wasn't the same after the school board made the tough decision to shut down the school due to funding and enrollment problems two years ago. He knew in his heart that the Decepticons couldn't succeed in their plans and the battle line will be drawn at Pekin.

"_I will not let these monsters destroy what is left of my childhood." _He thought to himself, "_The whole world is counting on us to end this for good. Look out Decepticons, we are coming to win!"_

After a few more minutes of driving, the convoy passes a sign that says 'Pekin 1 mile'. The sign points towards the south, where the base was located. First, Optimus turns to follow that road and everyone else follows suit and follows him. After a few brief moments of silence, a voice came through the radios in the vehicles. The voice was from the mouth of Lennox, talking from Optimus' cab.

"_Alright_." He said, "_We are nearing our destination. Everyone be on your guard and be ready for anything. Let us hope that we have the element of surprise. Steve, you and your team better be ready to infiltrate the building_."

"We are ready to go." Steve said. He looks back at Derek and said to him, "You ready for this, kid?"

Derek nods and said, "Ready as I will ever be, Cap." Steve nods his head in agreement. Then he turns to Natasha and said, "Ready?" She nods as well; ready to get this thing over with.

"_Good luck to you all_." Lennox said, "_Now let's go get that scepter_."

After Lennox said that last statement, the former base came into view. All of the buildings were still standing strong, like the place was waiting for another school year. Out in the distance was the bus barn, sitting quietly, waiting for buses to return. Far to the left of the bus barn was the old press box, looking at an empty football field. The grass hasn't been cut for about a year or so. Sitting only about 100 feet from the road that the convoy was driving on was the old school building. The building was made out of orange bricks, so it can take some beatings from roughly anything blown at it. The school building has the elementary and the middle school on the north side of the building while the high school was on the south part. Standing near the back side of the school was the area that the playground was set up, but was taken down after the school was shut down. Close to the playground was the old preschool building, which has been cleaned out.

While the convoy were heading towards the entrance on the south side of the school area, unknown to them, was the fiend known as Beaklaser. Apparently, the robotic bird has been tracking their progress even since they landed back at Eisenhower airbase some time ago. Beaklaser turns toward the bus barn and flies into the open bus door on the north side of the building. When he made it inside the former bus barn, a big shadowy figure was standing near the back of the wall. He walked into the light, revealing that he was the Decepticon known as Skyquake. Beaklaser turns to him and starts to talk in Cybertronian (I will translate Beaklaser for you).

"_The Autobots have arrived my master."_ Beaklaser said, "_And they have brought some extra assistance_."

"It doesn't matter how much extra help they have brought with them." Skyquake said, "We will defeat them and signal the end of this world to all the fleshlings on this wrested planet."

"_Shall we attack now?" _Beaklaser said.

"NO!" Skyquake yells, while the building rumbles just a bit from his voice, "We must wait until the right opportunity, then we will strike."

"_As you wish my master."_ Beaklaser said.

Meanwhile, Optimus and the others were approaching the entrance gate to the school grounds. When Mirage was close to the preschool entrance, he turns and stops at the old building. Right behind them was one of the transport trucks, filled with some weapons and a small group of N.E.S.T. and S.H.I.E.L.D. agents. The truck stops right behind Mirage and the soldiers inside start climbing out the back and grabbing the weapons as well. The doors on Mirage open up and Steve, Natasha, and Derek climb out. Derek walks over to the weapon area and grabs rounds of ammo for his pistols along with a knife and an extra hand gun just in case. Steve walks up to the front of Mirage and stares at the big brick building that his team was going to infiltrate in a matter of moments.

Natasha walks towards him and said, "So, you ready for this?"

Steve gave a big breath and replies, "Ready as I will ever be, let's just hope that we can find our target." Then, he turns to the group of 5 N.E.S.T. and 5 S.H.I.E.L.D. soldiers and said, "Are we ready to mobilize?"

"Yes sir!" All of them said in unison.

"Good." Steve said, with his shield resting on his right arm. Then he turns to Derek and said, "So, where would the scepter be at in that building?"

"Well," Derek said while his right hand was grabbing his chin, "Judging by the importance of the scepter, I think it would be somewhere in the high school. What we need to do is enter though one of the middle school doors so we can't be detected right away." After a few seconds of thought, he said, "And I know where to enter at."

"Good." Steve said, "Now we need to wait for the signal. Then we will make our move." After he said that, he turns to Mirage, who was still in vehicle mode, and said to him, "Mirage, when the signal is given, cover us on the way in, then when we are inside, rendezvous with Optimus and the others."

"It will be my pleasure." Mirage said.

Steve nods his head and said, "Now we wait."

Meanwhile, the convoy led by Optimus Prime enter the school grounds and start to drive towards an open area beyond the building that was known as "The Fieldhouse". When the last of the convoy arrives at that area, all the soldiers jump out of the transports and start to assemble their varies weapons and gear. Lennox slowly opens the driver's door on Optimus and jumps out. He walks over to the area where the weapons are at and grabs some pistols. After Lennox jumped out, Optimus disconnects from his trailer and drives a few feet forward. Then he transforms into his robotic mode. After he transforms, the trailer opened up to reveal the weapon disposal area which had many different types of guns, shields, and swords fitting for himself and the other Autobots. He walks over to it and grabs an energy shield and placed it on his right arm. (Just like Captain America)

Meanwhile, just a few feet from Optimus, Bumblebee pulls up and comes to a stop. His passenger door opens and getting out is Clint 'Hawkeye' Barton. Clint was deck out in S.H.I.E.L.D. clothing with his holster on his back, which was holding about 50 arrows with a quick changing arrow tip holder right below them, which was full of different types of arrow tips. He goes to the back of Bumblebee and knocks on the trunk three times. The trunk opens and reveals a carrying case. He opens the case and it reveals his trusty bow. He grabs it and he flick it forward and both ends extend to reveal a regular-size bow. Then he moves his case over towards the other weapons to make sure his case will be safe. While Clint was getting his bow ready, Bumblebee took the opportunity and transforms into robotic mode. He was ready to kick some Decepticon butt. Bumblebee walks over to where the team was getting ready.

Optimus was finishing his preparations when Bumblebee came walking up and he said, "Optimus, I don't know if we can hold the line long enough for the others to locate the scepter."

Optimus turn towards the young Autobot scout and said, "We do not know who will be the victor at the end of this battle, but what we do know is that we can't let these humans down. They have helped us in the past and we did the same to them. We must allow the others to have enough time to locate the scepter so we can leave this area as soon as we can. The fate of the world rest upon our shoulders."

"I know, and that is the part that troubles me right now." Bumblebee said, "What happens if we do fail?"

"As long as there is still one person, Autobot or human, willing to fight for what they believe is right, then we will never fail." Optimus said as he put his left arm upon Bumblebee's right shoulder. "I have seen you fight when the chips were down. You came face to face with Megatron at Tyger Pax and defended it while I made the difficult decision to send the All-Spark into space. You protected Sam and his loved ones from major injury over the past few years by putting your own body to defend them from harm's way. I have seen you grown up from a rookie scout to a dedicated Autobot."

Bumblebee nods his head and said, "You really think so?"

"I do not think so," Optimus said, "I know so. You are a great scout and a better soldier. You will always be part of this team until the day that we all rust."

"Thanks for the encouragement, Optimus." Bumblebee said, "Now I know that we will finally end our war."

Optimus nods his head and said, "Then get ready, young one. The war isn't over yet." Bumblebee nods and he opens his arms to reveal a three shooter gun, arm and ready for battle. Both Bumblebee and Optimus walk over to where Lennox was to hear the plan. But when they were about 15 feet from the group, shots of gunfire came from the sky and shot the ground in front of both Autobots. Everyone jump to the ground at the sound of gunfire.

"What the hell was that?" Lennox yells out as he got back to his feet.

Optimus points towards the sky and said, "Skyquake." When he said that, everyone else looked towards the blue sky and saw an F-22 fighter jet flying about 10,000 feet from their current location. "They know that we are here."

After a few seconds of silence, Lennox looks towards the east and saw 3 rows of robots. Many of them were Pretenders but there were a few that looked like regular robots. Then, out of nowhere, Skyquake descends towards the line of robots and he stops about 10 feet from the ground and he hovers. Then he transforms into his robot mode and lands on the ground. He stands back up and he grabs his blaster rifle from his back. When he did that, fifteen dark purple Cadillac Ciens came driving up from the north and the south. All of them stop right behind Skyquake and each and every one of them transform into their robot modes. Then, all of the robots and the Vehicons activate their blasters from their arms and aim them at the group of Autobots and soldiers. Many of the soldiers grab their own weapons and aim them at their welcoming committee.

"Skyquake." Optimus said, "Whatever you are up to, you will not succeed."

"We will see about that Prime." Skyquake said, "Of course you wouldn't be around to find out." Then he turns his head towards the group of Vehicons, Pretenders, and other robots and cries out, "Attack them!" When he said that, the group behind him moves forward and start shooting at the group.

"Alright!" Lennox cries out, "ATTACK!" The other soldiers lift up their guns and start shooting the enemy that was coming towards them.

Optimus look at the leader of this group and cries out, "Skyquake, your reign ends now!" As he said that, his mouth plate close shut to protect his mouth in battle. He runs towards Skyquake with his shield in his right hands. Skyquake loads his gun and starts firing upon Optimus in attempt to throw him off balance but it was to no avail. When Optimus reach him, he move his left arm backwards to get ready for a massive punch, then he swing his arm back forward and his fist, which reveal his brass knuckles, hit Skyquake on the chin and send him flying. Skyquake cries out in pain when Optimus' fist hits him hard.

"DIE AUTOBOT!" Skyquake yells out as he got back onto his feet and he activates his rear thrusters and flies head on towards Optimus and he was ready to punch him super hard. Before he could reach him, a shadow came from out of nowhere and hammers him from his underside and made him fly into the bus barn, destroying the whole building on contact. The shadowy figure reveals to be Skyfire, who didn't want to be on the sidelines for this fight.

"Sorry I'm late Optimus." Skyfire said as he lands onto the ground.

"No, I think that you are right on time." Optimus said with a small chuckle in his breath, "But now it is time we finish this."

"Agreed." Skyfire said.

While they were talking, Skyquake took the opportunity and lifts himself out of the remains of the old bus barn and cries, "Skyfire!" Both bots turn their heads towards the damaged Skyquake, who was really tick off right about now. He grabs his weapon and starts firing it at Optimus and Skyfire.

Optimus moves his hands over his shoulders and unleash his twin ion blasters from his backside and he loads them up. He turns to Skyfire and said, "Are you ready?"

Skyfire activates his arm guns and replies, "Let's do this, old friend." Optimus nods and both of them start to run towards the shooting Skyquake and starts firing shots at their enemy.

Meanwhile, over by the former daycare center, Captain America, Black Widow, Derek, and the other soldiers are waiting for the right opportunity to enter the school and search for the scepter. After a few minutes of waiting, Steve got a transmission from Lennox, who was on the battle field.

"_Team A, are you guys ready to go?"_ Lennox said over the radio.

"We are ready to move." Steve said as he put two fingers over the com link on his left ear.

"_Good, now go! Most of the Decepticons should be out of the building." _Lennox said.

"Understood." Steve said, "Just keep them off our butts."

"_Then you guys better get moving! I don't know how long we can last." _Lennox answers.

Steve turn to his comrades and said, "Alright people, let's move!" Everybody nods their heads in agreement. Then the company of soldiers and Avengers start to walk towards the north side of the building. Mirage transforms when the rear soldier pass by and he follows the line with his twin blades ready to cut some Decepticons down to side.

After a tense few minutes of sneaking towards the building, the team made it to a door that leads into the old middle school science lab. The door had a piece of plywood over the window so that nobody can get in, unless you had guns or super strength. Steve looks at the door and gave a few big punches, but did not open the door. Then Mirage walks on over to the door and gave it a big Autobot punch, and it works. The hole was big enough for every to climb into, well except Mirage. Steve gives a 'go on in' signal and everyone else climb into the open doorway while he stood outside for a couple of seconds.

He turns to Mirage and said, "We got it from here, you better go join the others. Hopefully this job won't take too long."

"Alright." Mirage said, "But you guy better be careful in there."

"We will." Steve answers as he climbs into the hole to join with the others. After Steve was inside, Mirage presses a button on his wrist which activates his cloaking field so he can run to the battle area undetected. He starts to run, heading to the rendezvous point.

Inside the empty room, Derek was looking around what use to be his old middle school science room. (Good times)

"Okay," he said, "We better go find that scepter."

"Where would it be?" Steve ask.

"Well," Derek said while thinking in his mind, "We better start by searching this side of the building." Then he found some rocks in the corner and made a rough map of the school area. "First off," Derek said, "We better search every area in this side of the building, and then we will make our way towards the high school. First off, we will divide into two divisions: the first division, which consist of Natasha and half of the soldiers will search the elementary area while the second division, which is Cap, me, and the rest of the soldiers will search the middle school and the gym. We will meet up here in the cafeteria."

"Alright, then we better get moving." Steve said, "Let's move!" Natasha and her team left the room and walk to the end of the hallway and turn right towards the elementary. Meanwhile the rest of them split up and search the whole middle school. After ten minutes of searching, Cap's group came back together and nobody had the scepter.

"Okay." Derek said, "We better go and check the gym."

"Alright." Steve said, "Lead the way."

Derek took the lead and starts to walk to the end of the hallway where Natasha was just a few minutes ago, but unlike them, he turn left towards the gym. After a few seconds of walking, the team made it to the doorway leading to the gym. Derek reaches for the door handle and opens it up. After he did that, he reaches for his guns and pulls them out, ready to shoot.

He goes in first with Steve and the other soldiers right behind them. They scan the area, hoping to find something that will help them. When Derek looks towards the center of the gym, he sees one of the lights coming down from the ceiling revealing a pedestal in the center of the gym. On that pedestal, he saw what none other than Loki's scepter: the item that they were looking for.

He turns his head towards Steve and said, "I found it!" When he said that, the other soldiers came running to the center and spies the same thing that Derek did. Sure enough, it was the scepter.

"This seems too easy if you ask me." Steve said with a puzzle look upon his face. "This could be a…"

"A TRAP!" a voice said.

Everyone gasp and assemble together into a circle around the scepter, weapons ready to fire. After a few seconds of silence, Steve finally said, "Alright, where are you hiding? Show yourself!"

A figure came walking from the north side of the gym. This figure was dress in a black uniform; he had a mask over his eyes. He walks towards Steve and stop about 25 feet from him. Then, from the darkness, five Pretenders come rushing over and surround the team.

"Hello there Steve." The man said.

"How do you know my…" Steve started to say until his eyes got bigger. "Unless…."

He was about to say a name when a strange gas starts to come down from the ceiling. Steve along with Derek and the other soldiers cough and cough until everybody fainted. The stranger had a gas mask on so he couldn't be affected.

"Move them to the prison area," Then he points to Derek and Steve's knocked-out bodies and said, "Except for these two. My master would want to chat with these two." The Pretenders did what they are told and move the men away. Then he look back into the shadows and said, "Take care of the others, won't you?"

Out of the shadows came the Pretender known as B.O.B. (**B**ad **O**bnoxious **B**ioorganic). "With pleasure." Bob said. Then Bob walk towards the door with three other Pretenders right behind him. The stranger looks at the scepter and lifts it up from the pedestal. Then he walks towards the door and he left the room.

**Who is this stranger?**

**Will Derek and Cap wake up to their defeat?**

**Could there be even more action?**

**Stay Tuned and find out!**

Authors Notes: This chapter is very long because there is so much action going on. (Yea Action!) Keep on reading True Believers, on to Chapter 14.


	14. Revenge of the Fallen Part 2

**Disclaimer: I don't own Marvel or Hasbro. Thank you.**

Chapter 14: Revenge of the Fallen (Part 2)

[Date: July 10th 2012 Time: 3:15 PM [MDT] Location: Alberta, Canada]

While Optimus and his comrades are dishing it out against Skyquake and his forces, a powerful source of energy was detected in the wild forests of Alberta, Canada. A team of N.E.S.T. and S.H.I.E.L.D. soldiers were dispatched to find out what that energy is. This team is led by the Autobot known as Arcee. Aiding her are Ratchet, Mudflap, and Skids, who are closely behind her. All four of these Autobots are walking on foot. Behind them are two transport vehicles full of soldiers, just as a precaution. Arcee was carefully looking at an energy searching tracking device, hoping to find the source of energy so they can get back to HQ. She was in deep thought when some noise from behind her broke her concentration. That noise was coming from Skids and Mudflap as they were arguing to each other on who was the better fighter.

"I could kick Megatron's butt without getting a scratch on my headlights." Skids said.

"No, you couldn't." Mudflap disagrees, "Megatron would turn you into a big old robotic pancake and then eat you up with a side of engine parts."

"No he wouldn't!" Skids said.

"Yes he would!" Mudflap said.

"Oh no he wouldn't!" Skids yells.

"Oh yes he would!" Mudflap yells back.

"Oh no he..." Skids starts to say until another voice interrupts him.

"Will both of you just be QUIET?" Arcee said to the bickering robots.

"He started it." Mudflap said as he points to his brother.

"No, it was you that started it." Skids said.

"No it was you." Mudflap said.

"No it was..." Skids was saying until Arcee interrupts them once again.

"I don't care who started it, I'm ending it now! Both of you just SHUT UP, ALRIGHT?" She said.

"Okay." Both of them said at the same time.

"Why couldn't Optimus take them on his mission?" Arcee said under her breath. Ratchet heard the conversation and he walks up beside her.

"Don't be too hard on them." Ratchet said, "Remember that they are younger than both of us."

"I know they are." Arcee said, "It's just, they can be so annoying."

"They may have flaws that can get annoying to everyone around them." Ratchet said, "But they can be amazing warriors when they are given the push. After all, they helped Bumblebee and Sam when the Fallen came to Earth. They will learn how to behave like proper Autobots, they just need time."

Arcee smiles to herself and said, "You been hanging around Optimus a bit too long."

"Yea, maybe I have just a bit." He said with a chuckle under his breath.

"Well, I hope they grew up and..." She starts to say when her tracker starts to beep and vibrate just a bit. "Found something." She said to Ratchet.

"What's the location?" Ratchet said.

Arcee points the tracker to the northwest where the signal was strongest. "That way," she said, "about a mile or so." She hands the device to Ratchet and continue, "I'm going to go ahead and scout the area, you go back and tell everyone to be ready for anything. I'll meet you at the signal point." After she said that, she starts to run to the northwest.

"Be careful." Ratchet said to himself as he turns to the south and goes tell the rest about the situation.

Meanwhile, about 75 miles from Arcee's location, flying thru the quiet Canadian sky are two shining dots of light. If we go up higher to roughly 20,000 ft. from the ground, we would see that those dots are coming from none other than Mr. Tony Stark and Lt. James Rhodes (AKA Iron Man and War Machine, respectively). Both of them were flying towards the current location of the energy in question at breakneck speed.

"JARVIS," Tony said to his armor, "How far is the energy source from our current location?"

"The energy signature is being located about 77 miles from your current location, sir." JARVIS said to Tony via his wireless communications, "Estimated arrival time is about 5 minutes."

"Good, how are we on the new suit?" Tony asked.

"Suit completion is 95% and should be ready for testing tomorrow morning." JARVIS replies.

"Excellent." Tony said. Then he turns to his "partner" and told him, "Alright, you ready buddy?"

"I don't know if I'm ready for this Tony." Rhody said with some hesitation in his breath, "Fighting knock-offs of you is one thing, but giant robots?"

"Don't be a back suit driver." Tony said.

"Oh yea?" Rhody asked, "Well I'll show you who is a back suit driver when I'm done with them." Then he starts to fly just a bit faster.

"Cool your thrusters just a bit." Tony said, "Save the action for the battl…." Then his enemy radar activated. "Hold up, I got eight signals heading for the power source."

"I'm tracking them too." Rhody said, "Looks like we are up for a battle." After he said that, both of them started to fly faster to the location of the energy source.

Meanwhile, Arcee was driving towards the power source via her motorcycle form. She drives about half a mile until she stops roughly 300 feet from the energy's location and she transforms back into her robot mode. She starts to walk towards the source with her blasters hot and ready to fire at a moment's notice. She walk slowly and stealth-like to avoid being detected by anybody close to the area. After a few tense moments of walking, she starts to hear gunshots towards the direction of the power source; she starts to run faster and faster until she came into view of the power source. What she saw wasn't just the power source, but a full out battle that was taken place.

Standing in the middle of that battle are five warriors standing in a circle, back to back, holding their weapons away from them, ready to fight their enemies. Starting from the one that was closest to Arcee and going clockwise, the first warrior was a slender-type person with a small beard and holding his long sword. Next to him was a slender type Asian person with his hair tied back and whirling a spiked mace. Right next to him was a big person with a beard that was a big as his gut and holding a big axe in both his hands. Standing next to him was a strong woman with her hair in a ponytail and holding a shield in her left arm. Next to her was a physically fit man with long blonde hair, a big long red cape, and in his right hand was a powerful hammer. In the middle of these warriors was a glass case which was holding a cube of some kind. Walking around them were four vehicons with their blasters weapons ready to fire at the small group of warriors. Arcee got down to her knees to get a perspective on the situation.

"Hand over the case." One of the vehicons said to the group.

"What makes you think we will hand over this item?" the warrior with the sword said.

"Because if you don't, then you won't be around for long." A voice cried out from the north side of the group (to the right of Arcee's location). The figure was very tall, about 15 feet. He had wings on his back that looksjust like the wings on the space shuttle Discovery. If you look close enough to the figure, then you would see that much of his armor resembles the paint job of Discovery. Arcee's eyes opened wide from the figure she saw.

"And just who are you suppose to be?" The person with the hammer said to the figure.

"I am Astrotrain, transport specialist for the Decepticons." The figure said.

"The What?" The big bearded person asked.

"The Decepticons!" Astrotrain booms out, "Your destroyers! Now, I will ask you one final time: give us the case or you will regret it."

"You will never get this case!" The warrior woman said, "We will give our own lives to protect it."

"That can be arrange, my dear." Astrotrain said. Then he open his arm up that reveals a blaster gun. "Vehicons," he shouted, "attack!" After he said the order, the vehicons chargs their blasters to firing strength.

"If it's a battle you want," the guy with the hammer said as he whips around his hammer, "then it's a fight you get!" Then the vehicons start to fire their blasters and the small group of warriors started to attack them.

Arcee gets back onto her feet and runs away from the battle so she wouldn't be spotted. She runs back the way she came to tell the others about what is happening.

_"Looks like we are going to be in a long fight." _She thought to herself.

As she made it back to the dirt road, she hears more gunfire from the south of her.

"What now?" She said to herself as she followed the road towards the gunfire.

When she arrives, she spots Ratchet and the twins on the ground while two robots are circling them. Beyond them was a big gray monster throwing around the vehicles like they were toys. One of the robots turns around and spots Arcee.

"Well, look who we have here?" One of the robots said.

This robot was very short, compare to the one beside him. His armor was ruby red with gray parts on his arms and legs.

"Well, well." The other robot said.

This robot was taller than his partner next to him. His armor has a mixture of dark blue and gray.

"I was hoping for some more Autobot target practice."

He punched one of his fists into his other hand when he said that.

"Knockout, Breakdown." Arcee said with a mean look on her face, "I thought that both of you would be on another planet searching for creatures to beat on."

"No." Knockout said with a smirch look on his face, "This planet suits my style of automobile enthusiasm."

"Plus we can beat upon all the Autobot scum we want." Breakdown said, "This world will finally fall to the wrath of the Decepticons, with the help of our new friend." Breakdown turns and points to the big gray monster behind them. "Hey, big man!" He calls out to him, "We got another one for you." The monster turns toward them and runs to them.

"Arcee." Knockout said, "Meet our new partner: Abomination." Abomination gives a big yell towards Arcee.

"I will crush you like I did to your friends." Abomination said.

Arcee drew her weapons towards him and said, "I've love to see you try. I have taken down thugs worse than you."

After she said that, she jump towards him and kick him right in the jaw. He lean back just a bit and threw a punch right towards her but she dodges it. Then she fires six energy shots at different points on Abomination: two on the head, three on the abdomen, and one on his left leg. She stops in her tracks and starts to fire some more shots at him. Abomination put up his arm to block the shots from hitting his head. Then he moves his other arm back and swing it forward, hoping to hurt his challenger. Arcee was quick on her feet and jumps into the air to dodge his moving arm. When she lands back on her feet, she runs towards him, hoping to get in another good attack. But then, Abomination grabs her right leg and slams her down hard onto the ground. She tries to get back up, but she is in too much pain to get back up. Breakdown and Knockout walk past Abomination and each of them going to one side of her. Knockout draws his energy blaster and Breakdown draws his hammer while Abomination walks toward her feet, ready to finish off the brave Autobot.

"Do you have any last words, Autobot?" Knockout said. Arcee just lay there, looking at her future destroyers with her eyes squinting in pain.

"Good, then." Knockout said. "Breakdown, if you please."

"It will be my pleasure." Breakdown said as he move his right arm which had his hammer on the end up into the air, ready to finish her off. "Say hello to Tailgate for me." He said as he starts to bring his hammer downward towards her.

She closed her eyes, ready to feel the pain when suddenly, she hears the sound of Breakdown yelling. She open her eyes and sees the view of three energon arrows hitting Breakdown and making him fall backwards. Knockout looks toward the direction of where the arrows came from.

"Who's there?" Knockout yells to the trees.

Then he was hit with two arrows and he loses his balance and falls to the ground. He quickly gets back to his feet and cries out, "AHH! YOU MESS UP MY PAINTJOB! YOU KNOW HOW LONG IT WILL TAKE TO BUFFER THAT OUT?" He got hit with another arrow and fell back to the ground.

Then, a figure comes stepping out of the trees and bushes. This figure is about the same height as Knockout. His armor had a combination of dark maroon and gold. In his right hand is a specialize bow which had two arrow generators which converts energy into arrows.

"No I don't." The figure said, "But if you stay around here for too much longer, then you will need a whole new paintjob."

**Who is this arrow shooter? (Hint: it's not Hawkeye, or Green Arrow [Spoiler Alert])**

**What could the Decepticons be after?**

**Can there be even more action? (OF COURSE)**

**Stay tuned to find out!**

Author's Notes: What a cliffhanger! F.Y.I., Breakdown and Knockout are based upon the ones for Transformers: Prime, (Curse you Dinkleberg! (If you don't get this reference, then look it up.)) Keep up with the review and comments, True Believers and on to Chapter 15!


	15. Revenge of the Fallen Part 3

**Disclaimer: I don't own Marvel or Hasbro. Thank you.**

Chapter 15: Revenge of the Fallen (Part 3)

[Date: July 10th 2012 Time: 3:45 PM [MDT] Location: Alberta, Canada]

While Arcee had her hands full with Abomination and his 'new friends', the five unnamed warriors are fending off the attack of the Decepticons while protecting the item that stands in the middle of their circle of defense. They are prepared to keep the contents in that case away from the robots that were blasting at them on all sides. The Decepticon known as Astrotrain is growing impatient by the minute with all this resistance.

"Surrender the case and we will let you die a quick death!" Astrotrain cries out.

"Never!" The one with the hammer said as he slams his hammer down onto the ground.

When the hammer makes contact with the ground, a bolt of lightning came down from the sky and hit the ground dead on, which in turn, creates a powerful shockwave going all directions with sparks of lightning being shown around the area. The Decepticons that are closest to him feel the shock and are stun for about a minute or two. Then, he flies at one of them and uppercuts him with his hammer, making the head fly about 500 feet into the air while the body falls to the ground.

"Have it your way, fleshing." Astrotrain said as he starts to walk closer to the warriors. After a few steps, he stops in his tracks. The side of his right leg opens up and reveals an energy blaster. He reaches down and grabs the blaster from his leg. He pulls it up and loads it with energy shots that will destroy anything in its range. Then, he points it at the one with the hammer, ready to end this conflict. The one with the hammer starts to spin his hammer around to create a force shield to protect himself. Astrotrain fires four shots at him hoping to kill him but the man deflects them like they were harmless pieces of paper.

"I can do this all day!" The man with the hammer said.

"Too bad I don't." Astrotrain said. After he said that, he aims his blaster at one of the man's comrades. The target was the female warrior, who was too busy fighting off the other Decepticons to notice.

"NO!" the man cries out as Astrotrain was ready to fire his blaster at her.

Then he fires a shot right at her when the man flies in front of the shot and hits him right in the chest. Luckily for him, he was wearing tough Asgardian armor but the blast of the shot was fast enough to force him back. When he was hit, he falls down onto the ground hard. She looks back and sees her comrade lying on the ground as Astrotrain walks closer to him with his blaster ready to end his life. But before she could run towards him, six Vehicons crowds her so she couldn't run to him.

"I do admit," Astrotrain said to the knock-out man, "You and your comrades have manage to stay alive longer than I thought. So, I will make your death swift and painful." He aims his blaster straight at him.

"So, any last words, young warrior?"

The man said nothing due to the fact that he was knocked out.

"Good them, now stay still." He said with a chuckle.

His blaster was ready to fire when a sound starts to fill the Canadian air. When Astrotrain hears that sound, he lowers his blaster and turns his head to the left looking to the southeast. When he does, he spots a suit of red and gold painted armor hovering just a few feet from his face.

"Who are you?" Astrotrain asked the armored man.

"A friend of his." The armored man said as he points to the man on the ground. Then he activates his mini rockets and said, "Now, we can do this the easy or the hard way. Which do you choose?"

"I choose the one that will destroy you the fastest." Astrotrain replies as he points his blaster straight at the armored man.

"Okay." The man said, "We will do the one that will destroy YOU the fastest." After he said that, he fires his mini rockets at Astrotrain which made him put his right arm over his head to block the rockets.

"Alright, 'Tin Man'," Astrotrain said, "I will enjoy feeling your flesh on my sharp hands as I strip you of your own life."

Then he aims his weapon at the armor man and fires five quick shots at him. The man dodges the shot and starts to fire energy beams from his hands towards Astrotrain. Astrotrain activates his thrusters and gets airborne. Then he flies towards the armor man and hits him with his fist making the armor man fall backwards. The armor man regains his balance and fires another blast from his hand and flies straight at Astrotrain.

(A few minutes earlier)

Arcee, still feeling the thrashing of Breakdown, Knockout, and Abomination, slowly got to her feet while Ratchet and the Twins are still knock out on the ground with Knockout and Breakdown trying to get away from the new guy that appeared just a few moments ago. Also on the ground was Abomination, who was hit by Breakdown's hammer when Breakdown fell backwards due to an arrow hitting him and he accidently pile driving Abomination right in the head. When she was fully up, she took a glance at the figure that saved her life and realize that this figure was familiar.

"Hot Rod?" She asked him, "Is that you?"

"Yes it is." The figure replied.

But before he could get another word out, Abomination yelled out in anger as he got back to his feet. Both Arcee and Hot Rod looked at him and loaded their weapons ready to battle. Arcee loaded her blasters while Hot Rod activated his arrow generators on his bow which generated two energy arrows. Abomination gave another yell and then he started to charge at the two Autobots. Before he could get a swing of his arm, the sound of gunfire started to fill the air.

Then, Abomination started to feel the pain of a few dozen bullet hitting his face and back. He kneeled to the ground while he tried to shield himself with his arm. When he moved his arm he saw a suit of armor that was gray and silver with a machine gun on his right shoulder, aimed right at him. Arcee looked up with some relief on her face because she knew that her backup was here.

"Looks like the cavalry has arrived." Arcee said.

"Sorry I'm late." The man said, "My 'partner' was a bit too slow."

"Well, better late than never." Arcee said.

"You know this guy?" Hot Rod asked Arcee.

Just when Arcee was going to answer, Abomination got back to his feet and said, "There are more of you now?"

"Yes there is." A voice said behind Abomination. When he looks back, he saw a struggling Ratchet with his medical gun ready to fire (or to do some surgery). "We have you outnumbered. You might as well give up."

"Yea!" Mudflap said as he gets back to his feet. "You are going to feel the full wrath for hurting me."

"Not if I destroy him first." Skids argued with his brother.

"No, I will!" Mudflap said to his brother.

"No, I will!" Skids answered. They argued and argued for a few minutes until a voice interrupted them.

"BOTH OF YOU JUST SHUT UP!" a voice called out from the back. That voice came from a scraped Knockout.

"Are you ready for round two?" Hot Rod asked Knockout.

"Not exactly." Knockout replied. "However, this battle is over!"

"Really?" Arcee said, "Because it seems that you are on the losing end."

Knockout chuckled evilly and said, "You don't know what is really going on here. All we are is the distraction while our 'comrade' take the last piece of the puzzle for us, which would be right about … NOW!"

When Knockout finished his statement, a big explosion came from the northeast. The explosion made the ground rumble which made the Autobots and the armored man fall to the ground. While they were on the ground Breakdown and Knockout were back on their feet and running towards the southeast for a few moments that they both transform into their vehicle modes. Knockout transforms into a ruby red Aston Martin DB9 and Breakdown transforms into a dark blue and gray armor van. Abomination ran close behind them and jump onto Breakdown and both of they drove off.

"Catch you later slowpokes!" Knockout cried out. Arcee wanted to go after them and put her feet into Knockout's tailpipe but something else came to mind: the people that she saw just a while ago.

"Come on!" She said to her group, "We need to go help those people over there." She pointed towards the area that she saw Astrotrain. Everyone started to run (or fly) to that open area to assist the ones that needed it.

Meanwhile, the situation is looking very grim for the 5 valiant warriors and their new ally. The four warriors were surrounding the fallen leader when the other armored man was firing missiles and energy blasts at Astrotrain but Astrotrain was too big and powerful to be taken down so easily. After a few intense moments, Astrotrain finally got an advantage and hits the armored man hard enough to make him fall backwards onto the ground. Then, Astrotrain punches the ground near the warriors and the force of the shockwave from the fist was enough to make them fall down. While they were on the ground, Astrotrain uses the spare moments to move in and grab the case with the special item in it. The female warrior looks at Astrotrain.

"NO!" she cries out but it was already too late.

Astrotrain put the case near his chest and used its power to create a powerful ball of energy in front of him. Then, he activates his rockets and went up skyward, leaving the fallen warriors on the ground. Astrotrain flew up 1000 feet into the air and the ball of energy grew bigger until it was big enough to capture Astrotrain if he accidently drops it onto himself.

"GOODBYE, FLESHINGS!" Astrotrain cries before he drop the massive ball of energy back to the ground.

After he drop it, he transforms into his rocket mode and takes off towards the southeast. Waiting on a big hill was Knockout, Breakdown, and Abomination waiting to be picked up. When Astrotrain was hovering right over them, all three of them jump onto his left wing and Astrotrain took off as fast as he could. Knockout, Breakdown, and Abomination quickly run into the open door on the side of Astrotrain and go in. Then, as he was catching his breath, Knockout saw the case that Astrotrain collected and he walks towards it.

"So this is the cube we have been searching for?" Knockout asks Astrotrain.

"Yes!" Astrotrain said though his sound speakers, "This is the last piece we need to finally conquer the universe."

"Then let's get this back to base pronto!" Breakdown said. "It's time our leader return to the battlefield." Astrotrain fires up his rockets and went full speed back towards America with their new prize.

Meanwhile, the ball of energy falls faster and faster towards the ground and when it made contact with the ground, it explodes a wave of massive energy, making the trees and the ground disappear in an instant. The wave of energy stretches for miles while destroying everything in its path. The wave of energy was coming fast towards the group of fallen warriors. Then, Arcee and the others make it to the battle site and sees them on the ground.

"Look!" Hot Rod yells as he points to the west where the wave of energy was coming straight at them.

"We don't have much time!" Ratchet said, "We must get out of here."

After he finishes his statement, they run down towards the fallen warriors and try to get them out of there. The armored man looks towards the right and sees the other armored man lying on the ground.

"Tony!" He said as he ran towards his fallen comrade.

Tony was trying to get back to his feet, but he keeps falling down. When the armored man got to Tony, he got under his right arm and lifted Tony up and they starts to walk towards the others.

"Rhody." Tony said in a soft voice as he was coughing in pain, "We need to get that shuttle."

"No, we need to get you back home NOW!" Rhody said to Tony as they reach up with the others.

"No!" Tony answer back, "They have the …." He was going to say what they had when Tony look to the west and cries, "Look out!"

Everyone look to the west and saw a big wave of energy but it was already too late. The wave reached them and everyone braced for annihilation. The wave of energy engulfed them in a bright blue and white light until the whole area was white. Then after a few seconds, the light went away and nothing was left.

[Date July 10th 2012 Time: 5:00 PM [CDT] Location: Pekin Iowa]

Meanwhile, while Optimus and the others were defending off the attacking forces of the Decepticons, Captain America is waking up with a massive headache. He wakes up chain to a wall with his shield lying on a table 25 feet away. Right beside him is Derek, who was also waking up with a headache. Steve looks around to see where they were when he heard a voice.

"Well, well." The voice said. "Look who is awake. Guess you can take a massive beating. Looks like you haven't change a bit."

When Steve look forward, he saw a familiar figure. When the shadow walked into the light, the figure was dress in black with a red star patch on his right shoulder. His hair was black as darkness and it was long and messy. He also had a small black mask that covers his eyes and the area around it. He stops a few feet from Steve.

"Bucky?" Steve said to the man.

**Could this man actually be Bucky?**

**Is everyone dead in Canada?**

**Stay tuned and find out!**

Author's Notes: Hello everyone. Please keep reviewing and/or pitching new ideas for this story. I'm still enjoying reading your review and ideas plus seeing new readers joining the mix so thank you to all my readers. You guys are AWESOME! Keep on reading true believers and on to Ch. 16!


	16. Revenge of the Fallen Part 4

**Disclaimer: I don't own Marvel or Hasbro. Thank you.**

Chapter 16: Revenge of the Fallen (Part 4)

[Date: July 10th 2012 Time: 5:00 PM [CDT] Location: Pekin, Iowa]

**Warning: This is the longest chapter so far**

The battle outside the brick walls of the former school building was growing between the Autobots and the Decepticons. There have been some casualties on both sides, but the battle rages on. The sight of bullet shells and craters from massive explosions has made this small area look almost like the battlefields in Europe during World War I. Many of the NEST soldiers were trying to hide from many of the Decepticons by hiding behind some of the remaining buildings but most of them were in very rough shape if not destroyed all together. But the soldiers kept fighting on, hoping that Captain America and the others can retrieve the scepter.

Standing in the middle of the former football field were some very brave soldiers and an Autobot. These soldiers were firing rounds of bullets at every direction, hitting many of the Decepticons and some advance robots that none of them have seen before. These robots were tall with black armor that could take a round of bullets and still stand strong and their weapons resemble weapons use during World War II, in fact, these robots resemble the agents of the terrorist group known only as HYDRA.

Standing in the middle of this group of soldiers are two important figures: the World's Greatest Marksman known as Hawkeye and the young Autobot scout known as Bumblebee. Hawkeye was shooting arrow after arrow as the group of HYDRA lookalikes and the Pretenders with a few Vehicons for good measure. Bumblebee was firing his tri shot plasma cannon with his right hand at them along with using his left hand to punch them right in the face. The combine strength of the Decepticons and these 'HYDRA-bots' were proving to be a problem for the Avenger and the Autobot as they circled the two heroes as they were back to back.

"Man." Hawkeye said to Bumblebee, "I thought the Chitauri were hard enough to deal with."

"These guys aren't as tough as many of the ones that I have fought before." Bumblebee replies to Hawkeye. "Compare to the wave of Decepticons that I had to take down at Tyger Pax, these guys are like target practice."

"I never said that I couldn't take all of these guys down." Hawkeye said.

"Then let's finish these guys." Bumblebee said as he rearmed his tri shot cannon.

"No arguments here." Hawkeye said as he pushes a button on his bow which activates his arrow holder and locks on an exploding arrow tip on one of his arrows.

He grabs the arrow from his pack and laid it onto his bow. He pulls it back and releases the arrow which hit one of the 'HYDRA-bots' and after a moment or two, the arrowhead detonates and a big ball of fire comes out of the hole that the arrow made, causing the bot and three more around him to explode and fall to the ground. After he did that, he reaches back and grab some more arrows and starts to fire them one at a time while Bumblebee kept shooting incoming Decepticons with his tri shot plasma cannon. After a minute of fighting, Hawkeye reaches back for another arrow but his pack was empty because he used up all of his arrows.

"_Uh oh!_" He thought to himself, "_Looks like I will have to improvise._"

He runs over to one of the fallen Vehicons and pulls out the arrow that killed him. He puts the arrow back into his pack and equips it with the last arrowhead he had: the grapple tip. When the arrow was equipped, he lines it up onto his bow and aims for one of the Vehicons. He aims the bow at the head and fires as quick as anyone in the world. The Vehicon feels the hook hiting him in the eye socket and he yells in pain, in a computer like voice. The hook made his vision virtually blind so he couldn't see where he was going. He jerks his head back and forth, trying to get the hook out of his eye socket but that maneuver wasn't helping him that much. Hawkeye pulls tightly on the rope while the Vehicon tries to get the hook out.

While Hawkeye was holding on, Bumblebee was shooting at many of the incoming robots. That group of robots starts to fall back away from Bumblebee but, without looking where they were running off to, they trip over the grapple line and fall to the ground. While they were on the ground, Bumblebee walks over to them and he rearms his tri cannon ready to finish off the group of clumsy robots.

Then, the Vehicon that had the grapple hook in his head finally gets the hook out of his eye socket and he pulls on the line, making Hawkeye fall forward and the line snap like string. While Hawkeye lays face down on the ground, that Vehicon, with some vision left, walks over to him and aims his blaster right at him.

"You like putting hooks in my eye?" he said, "Well, I will put a laser blast into your head."

Bumblebee look back at Hawkeye and saw that he was in trouble.

"No!" Bumblebee yells out as he turns towards Hawkeye and starts running to him to stop the blast.

But the group of robots that he was going to shoot grabs him and pushes him to the ground. Bumblebee tries to get free but the robots forces his arms to his side, thus pinning him down on the ground while they sat on him. All he could do is watch his new comrade waiting for a date with a laser blast.

"This is the end of you, fleshing." The Vehicon said as his blaster hums with power, ready to fire at his target.

Hawkeye slowly lifts his head up only to see the end of the blaster which is 10 feet from his face. He closes his eyes and turns his head away from him when suddenly, he heard a noise. He opens his left eye and then turns his head back at him to see why he hasn't been shot yet. What he saw was the sight of a blade right in the Vehicon's spark chamber, killing him with ease.

When Bumblebee saw that Hawkeye wasn't dead, he uses his shoulder cannons, which turn around towards the group of pesky bots, and fires many shots at them. Many of the shots hit the top three bots that were holding his shoulders down and making them fall backwards. With some more room to escape, Bumblebee pushes up and made the remaining three bots fly backwards and he was free. He runs over to Hawkeye.

"Are you all right?" Bumblebee ask Clint.

"I have been though worse." Hawkeye replies while he rotates his right arm around, "But I'll survive." Then he rises up to his feet and look around. "What just save me?" He ask Bumblebee.

"Not what, but who?" a voice said from the right of them. Bumblebee and Hawkeye turn their heads. At first they saw nothing at first but after a few moments, a figure did appear from out of nowhere. That figure was none other than Mirage, who had just arrived to the scene about a few minutes ago.

"Mirage." Bumblebee said, "I should have known this was your handy work."

"You know what I always say." Mirage said to Hawkeye and Bumblebee, "The best attack is the one that can't be seen until it's too late."

"Thanks for the assist." Hawkeye said, "Though I had him right where I wanted him."

"Not from my viewpoint you weren't." Mirage said. Just then, the six bots that Bumblebee was dealing with rose back up. They run towards the three fighters and enclose them in a circle, ready to continue this battle.

"Looks like we have to finish this group of dimwitted robots." Mirage said as he got his sharp blades ready.

"Then less talky, more punchy." Bumblebee said as his facemask came down onto his face.

"You guys can punch, I will shoot." Hawkeye said as he put his bow onto his back between his back and his arrow case and reaches down for his gun. When all three of them were ready, they give a battle cry and start to run at the group of bots ready to crack some skulls.

Meanwhile, across the way, Optimus Prime and Skyfire are having their hands full courtesy of the forces of the Vehicons, HYDRA-bots, and Pretenders led by the Decepticon known as the mighty Skyquake. Optimus was ready to start shooting at the hovering Skyquake when a group of HYDRA-bots and Pretenders stood in his way. They activated their blasters and started to fire upon the brave Autobot leader. He put his energy shield in front of himself to deflect the energy shots. After a few moments they stop shooting at him, realizing that gunfire wasn't going to break that shield. The HYDRA-bots reveal twin blades from their arms and walk towards Optimus.

When they were near him, they start to hit the energy shield as hard as they could. Optimus held in there for a good minute until the energy shield couldn't take another blow, then one of the HYDRA-bots gave one more big swing and hit the shield, making it shatter on impact. The force of the hit was strong enough to make Optimus fall backwards and land on his knees. Optimus looks up at his attackers and his eyes grew brighter and his expression grew darker.

"You will never defeat us all." Optimus said as they close in on him, "Because I will take you ALL ON!" As he said that last statement, both his energy blades came out of his arms and he went all Optimus Prime on them. He slices each and every one of them with his powerful blades. The HYDRA-bot that shattered his shield felt the full wrath of Optimus Prime. Optimus push one of his blades into the chest of the bot while the other blade went into his head, immediately deactivating him.

"You're done!" Optimus cries as he decapitates the lone HYDRA-bot. He pushes the remains of that poor HYDRA-bot away from him and looks around the area which is littered with the remains of the attacking forces. But with a quick glance behind him, he spots another line of Vehicons ready to fire. He reaches back for his guns and loads them up.

"_Why can't they just be gone for good?"_ Optimus thought to himself. Then he aims his guns at them and starts shooting at them.

Meanwhile, in the school building, Derek and Steve along with a few of their comrades are chained up. Steve was still in a bit of shock because of the figure that has greeted them from their nice little nap.

"Bucky!" Steve said to the figure with fear in his breath, "How are you still alive?"

"Wait." Derek said, "THAT's Bucky Barnes? I thought he was killed in WWII!"

"Oh no." Bucky said, "I'm as alive as Steve here."

"But how did you survive the fall? And why are you helping them?" Steve askes his former friend.

"I'm afraid he doesn't remember much of his past life." A voice said from the far side of the room with a German accent. Steve and Derek look over and see a figure in the shadow. The shadow walk closer to them as he kept talking. "He was a poor soul looking for the person who let him to die in the war."

"What?" Steve asks the shadow as the shadow stops for a moment still in the shadows. "But he fell to his death after falling from the train."

"Yes, he did fall off the train." The shadow said, "But the one that made him fall off the train…" He then steps into the light to reveals himself. "..was you, Captain America."

The figure finishes his statement. Steve's eyes were wide open when he saw who this figure was. He was dress in black with a patch of a skull with six octopus limbs on both sides of his arms and a pin on the right side of his jacket. The one feature that he had that could scare even the bravest of soldiers was his face because his face was cover in all red.

"No!" Steve said with worry in his breath. "That's impossible. It can't be you!"

"Oh my God!" Derek said with his eyes wide open, "It's the Red Skull, the leader of HYDRA."

"Indeed I am." The Red Skull said, "I have returned to conquer this world and to regain the power source that was taken from me."

"The Tesseract." Steve said with softness in his breath.

"That is correct Captain." The Red Skull said.

"But why are you working with these monsters? And why is Bucky working for you?" Steve ask.

"I'm no longer Bucky Barnes anymore Steve." Bucky said. "I'm now known only as 'Winter Soldier'."

"But why are you working for them?" Steve said.

"To find the one that was responsible for my death, which will be you." Winter Soldier said as he points to his former friend. "You are the one that cause me to lie in the snow for months without anyone to help me! I was found by HYDRA scientists and they fixed me right up. Then they told me that you were the one that made me fall in the first place."

"No I didn't." Steve said, "You slipped off the train and fell. I tried to save you but it was too late."

"No, no!" Winter Soldier said, "You pushed me off the train because you wanted to take all the credit to yourself. Well, it doesn't matter now, I'll take the credit killing YOU."

"Bucky, please! I…" Steve starts to say until Winter Soldier interrupts him.

"Bucky is dead!" he said, "All that's left is WINTER SOLDIER!"

"And now gentlemen." The Red Skull said, "I bid you farewell." Then he turns to Winter Soldier and says, "Do what you like to them."

"It will be my pleasure." Winter Soldier said. He reaches down and grabs his pistol and aims it at Steve. "Let's see if that 'Super Soldier Serum' is as strong as everyone says it is."

"Bucky, NO!" Steve yells at his former friend.

"Leave him alone!" Derek said.

"Shut up." Winter Solider said to Derek, "I'll get to you next." Then he turns back to Steve. "Goodbye Captain America!"

Looking from his back side on the other side of the room was the Red Skull waiting to see the end of Captain America. Right when Bucky is ready to fire, a gunshot was heard from the area that the Red Skull was at. He turns back and sees his leader with a gun in his hand. Then he looks down and saw that there was a bullet hole though his leg. He falls to the ground in pain.

"What the hell?" he said as he was on his knees in pain. "I thought we had a truce. I help brought you back to our world!"

"Foolish boy!" The Red Skull said, " Did you really think that you can be one of us. Your kind are inferior to us. With the power of the Tesseract and the scepter on our side, our leader will rise again and this time, there wouldn't be anyone that can stop us! All hai…"

His statement was interrupted by a gunshot, which made him fall to the ground. As he falls to the ground, the sight of an S.H.I.E.L.D. soldier could be seen behind him. That soldier is none other than Black Widow, who has seen enough of this little get-together.

"Natasha, how did you find us?" Steve said.

"I have my ways for finding people." She said as she presses a button on the wall, releasing the two captives.

When both of them were release, Derek walks over to the table with their weapons on it and he grabs his twin guns and Captain America's shield. Then Derek gives the shield back to Cap. Natasha walk past the fallen Red Skull towards them. While she was walking, the group of soldiers that were captured came in from the other side of the room. Then, Cap looks down at the wounded Winter Soldier who was still in pain and still reeling from the betrayal of the Red Skull.

Just as Cap was going to say something to him, he heard a strange noise: the noise of metal coming together. He looks back towards the fallen Red Skull and sees him rising from the ground. The rest of the team follows suit along with the now confuse Winter Solider.

"You fools!" Red Skull cries out, "You don't even realize who you are dealing with!"

"How could he survive a gunshot like that?" Natasha asks Steve.

"Because I don't think that is really the Red Skull." Derek answers Natasha question as he loads his guns up. "I think that is a Pretender."

"That is correct, fleshling." The imposter Red Skull said as he starts to transforms into his robot form. (FYI, this pretender is B.O.B. [**B**ad **O**bnoxious **B**ioorganic]) Then he draws his guns from his arms and aims right at them.

"So the Red Skull isn't really here?" Steve asks.

"Negative." B.O.B. said, "The being known as the Red Skull is currently on route to an undisclosed location at this very moment with our 'guests' along with the 'item'."

"What do you mean guests?" Natasha asks.

"That is none of your concern, because you won't be alive long enough to know our ultimate plan." Then a group of HYDRA-bots and Pretenders came from behind him and aim their weapons at the group. "Your time is up, fleshling!" he said as the sound of charging blasts could be heard.

"I don't think so!" Derek said. Then he starts shooting at B.O.B., making him dodge away from the bullets. Natasha and the other soldiers follow suit and start unloading rounds of shots at the group of HYDRA-bots and Pretenders.

Meanwhile outside, Skyfire and Skyquake were dogging it out in the skies in their vehicle modes. Skyfire was flying right behind the quickness of Skyquake, firing missiles at every turn hoping to ground this annoying Decepticon.

"Give up, Skyquake." Skyfire said, "You will not beat us."

"That is what you think, Autobot!" Skyquake snaps back, "Our plan to conquer this world and to revive Cybertron for the glory of Megatron will be realized soon enough."

Then he shot upward towards the sky with Skyfire right behind him. Then he power down his thrusters which made Skyfire get in front of him. When Skyfire was in front, he reengage his thrusters and starts shooting at Skyfire. Skyfire knew that he couldn't dodge Skyquake's firepower for long, so he starts to fly back to the battle site while still dodging Skyquake.

Meanwhile, Derek and Natasha were side by side, shooting at the incoming bots. One of them manage to sneak behind the duo and was ready to take them down when a flying object hit that robot right in the neck, decapitating it on impact. That object was none other than Captain America's trusty shield. The robots were getting closer and were about ready to make a move when the ground starts shaking.

Outside, Optimus was just finishing up with disposing of the incoming group of robots when he look up and saw a fleeing Skyfire being chase by Skyquake.

"_Hey Optimus_." Skyfire radio his leader, "_I may need some assistance here. Skyquake is very persistent and I'm starting to get tired_."

"Assistance is on the way." Optimus replies to Skyfire.

Then he reaches for his twin blasters and combines them to make a big blaster and he locks onto the underbelly of Skyquake. After a few moments of aiming, he fires an energy shot right at Skyquake and hits him dead on.

"Bulls-eye!" Optimus said as his shot hit Skyquake.

When Skyquake got hit by the energy shot, he loses control of his flight pattern and he starts to fall. The blast was powerful enough that he couldn't stay in his jet mode and he transforms back into his robot mode. He drop 75 feet and he crashes onto the former school building. The building was strong enough that he didn't fall into the school but he was in much pain.

Back inside, the shock of Skyquake's landing was so strong that parts of the ceiling were falling down. Cap threw his shield at B.O.B. but it went over his head.

"Ha, Ha!" B.O.B. said, "You couldn't hit the side of Cybertron."

"I wasn't aiming at you, you piece of tin can." Cap said with a smirk on his face.

While they were talking, the shield bounce off the walls and with the same amount of force that he use to throw his shield hits B.O.B. in the back of the head, making him fall to the ground while the shield returns to Steve. Then he turns to Natasha and the others.

"We need to get out of here and fast." Steve said. Then he looks at Derek and says, "Derek, how do we get out of here?"

"There should be a door right over there." Derek said as he points to an open door that leads right outside. "Come on, let's get out of here!"

"Everyone, retreat to that doorway." Captain America orders his team. Derek, Natasha, and the other soldiers turn towards that open doorway and start to run as fast as they could while dodging falling debris. Then Cap turns to Winter Solider and says, "You're coming with us too." He picks up Winter Soldier by putting his shoulder underneath him and lifting up. Then, he starts dragging him towards the exit.

"Why are you helping me?" Winter Soldier ask.

"You may be on their side, but you are still my friend." Steve said, "Besides, I'm not going to let you die like this."

The whole place was starting to crumble from the shockwave of Skyquake's landing. The whole ceiling was caving in, making this building very unstable and ready to fall. The soldiers were out of the building with Natasha right behind them. Then, a big piece of the ceiling fell down towards her. Derek looks up and sees the debris heading straight towards Natasha.

"Look out!" he cries out.

Natasha looks up and her eyes widen and see starts to see her life flashing before her eyes. Then her body somehow starts to move forward and she was clear of the rubble that would have killed her. When she looks back, she saw that it was Derek that push her away from the falling rubble but half of his body was still under the rubble. Derek was wincing in pain, his legs were still under the rubble.

"Derek!" Natasha said as she went back to him and pulls him out of the rubble. Derek tries to stand up but he couldn't.

"Hey!" she cries out, "I need some help! We have a man down!"

Two soldiers come back in and run towards the fallen soldier. They pick him up and as quickly as they could, the soldiers brought the injured Derek out of the collapsing building with Natasha and Captain America with Winter Soldier right behind them. Shortly after they were clear away from the building, the rest of the building couldn't hold anymore and it fell down.

Meanwhile, Skyquake did get off of the building before it collapse. Streams of energon were coming out of him. He rises back onto his feet ready to keep up the battle but he was in rough shape. Skyfire flew towards the injured Skyquake and transforms while in midair. After he transforms, he falls down onto his feet. Then he loads his blasters and aims right as Skyquake.

"Well, well." Skyfire said, "How the mighty have fallen."

"You may have won this battle," Skyquake said with pain in his voice, "But the war has only begun."

Just as Skyfire was ready to fire, the sound of roaring engines could be heard. Skyfire looks up and sees a streaking Astrotrain heading right towards him. He jumps out of the way as the Decepticon transport specialist lands right in front of him. His side door opens up and the sight of Breakdown and Knockout could be seen. They walk out and grab the injury Skyquake and load him into Astrotrain. When he was in, Astrotrain fire his thrusters and took off back into the sky, heading towards the western sky. Skyfire tries to fire at them but he knew that once Astrotrain got up to speed, then he is uncatchable.

"Damn that Astrotrain." Skyfire said under his breath.

Then, the sight of Optimus Prime walking towards his position. Optimus' faceplate retracts back and his full face is now visible. Skyfire walks towards him.

"Optimus, we lost Skyquake." Skyfire said.

"There is nothing more you could have done, Skyfire." Optimus said. "Now we need to know what they are up to. The fate of this world depends on us."

Then, the sight of Bumblebee, Mirage, and Hawkeye can be seen as they walk back towards Optimus. After a few moments, the rest of the surviving members came to Optimus including Captain Lennox, which maybe we should heard more of during this battle.

"How many casualties did we suffer?" Optimus said to Lennox.

"I really don't know at the current moment." Lennox said. Then a transmission came though the comlink.

"_Lennox!" _Captain America said though the comlink.

"Yea?" Lennox answers.

"_We need a medical team to come here right now! Derek is down_."

"Okay, where are you guys at?"

"_We are on the south side of the rubble."_

"Okay, we are on our way." Lennox finishes the transmission. Then he turns to his team and orders, "Alright, medical team, head for Captain America's location, we have a man down."

"Yes, sir!" the head medic said as he and a few other soldiers rush into the Humvee and rushes to Captain America's location. Then Bumblebee transforms into his vehicle mode and, with Hawkeye getting into the passenger side, rushes after them.

[Meanwhile, about 900 miles from the battle site]

Astrotrain was flying towards their new secret location. Skyquake was still in pain after his run in with the Autobots.

"I can't believe that those accursed Autobots manage to almost permanently ground me." Skyquake said. "When the next time I face them, I will personally kill each and every one of them!"

"You will get your chance soon enough." Knock Out said. "But now, we must prepare for our leader's return." Knock Out starts to walk away from Skyquake. Then, Skyquake looks to his left."

"Yes." He said in a soft voice, "We will be ready." Then the sight of Loki's scepter and the all-powerful Tesseract are seen.

**What are the Decepticons going to do with the two items?**

**Will Derek be alright?**

**Where is the real Red Skull?**

**Can this story be anymore suspenseful?**

**Stay tuned and find out**

Author's Notes: Wow that really was a long chapter. I really don't have much to tell you except that this story is getting good. Keep reading, True Believers. On to Chapter 17!


	17. Loki's Pain

**Disclaimer: I don't own Marvel or Hasbro. Thank you.**

Chapter 17: Loki's Pain

[Date: July 11, 2012 Time: 8:00 AM [EDT] Location: Unknown]

The room was dark and quiet. The sound of mice running across the pipes overhead and the dripping of water from the pipes and the wall could be heard from every inch of the room. This room was a prison filled with despair and hopelessness. This room was the new prison for the two lonely men laying down onto the cold damp floor and resting. One of these men rose up from his slumber. That man is the mystical god of Mischief and Deception, also known as Loki.

"_Where the hell am I_?" He thought to himself as he looks at the chains around his arms and legs. "_What the …? How DARE they put me in chains! Now they will face the full fury of Loki!_"

Loki sits up and tries to stand on his feet but to no avail as he is push back down due to the fact that his arms and legs are connected to the wall. He tries to pull his arms forward so he could break the chains that hold him back. After a few big swings of his arms, he falls back towards the wall while his arms are still chain to the wall. He takes in a few breaths of air before trying again, hoping to be free of these accusing humans. He tried and he tried, but the chains would not budge.

Then, without a moment's notice, his strength gives out. He falls backwards and hit the ground hard. He was in so much pain that he couldn't even yell out in frustration. After a few minutes of feeling pain beyond all belief and breathing heavily, he sat up and thought to himself while the sight of sweat could be seen coming down his face and if you could look very closely, some of those tears of sweat are actually small tears coming from his eyes.

"_How could these pathetic humans actually make me their experiment?" _He thought to himself.

For the first time that he could remember, he was the one that needed to be help. For the first time, he was the one that was weak and powerless. This feeling was a strange one for the God of Mischief and Deception because normally, he was the one that takes advantage of his enemies and his associates to push his desires for ultimate rule. This time, however, he was the one that was taken advantage of and now he was too weak to even stop those that have hurt him. He has never felt the way that he does now: despair, loneliness, and emptiness.

"_How can I be so weak right now?_" he thought to himself as he started to breathe harder with anger in every breath. "_What could they have done to…?"_ Then, he realizes why he was in so much pain. "_The machine!"_

[Flashback]

[Date: July 10, 2012 Time: 9:00 PM [EDT] Location: Unknown]

As the sun was setting on a day to most people might see as a week, the two prisoners were being carried away towards a new undisclosed location. Sitting in the dark transport truck with their hands and feet tied up together to prevent them from escaping, Loki and Dr. Banner were just sitting there. The only noise that could be heard was the sound of the vibrations of the truck as it continued down the road. Loki was still in fear of his new prison mate; because of the fact of, well, you know the story. Dr. Banner was sitting up and staring towards the roof of the truck, like he could be in his own world. After ten minutes of solid quietness, Dr. Banner looked right at Loki.

"So," Dr. Banner said to Loki, "Where do you think they are taking us?" Loki didn't answer Banner's question, so Banner said, "You aren't much of a chatterbox when you aren't free, huh?" Loki just looked at him with despair in his eyes, not saying a single word. "Ya, I'm not one either." Banner said with a small chuckle in his voice.

After 15 minutes of waiting, the truck came to an abrupt stop. The force of the brakes made both prisoners move towards the front but both were stopped due to the ropes that were holding them were connected to the walls in the truck. The prisoners have arrived to their destination: an old research facility that has been recently destroyed in an earthquake but part of the facility was still standing. The truck turned right towards a tunnel that was caved in and stopped. The driver, who was in black HYDRA armor, reached down for his radio microphone and started to speak into the microphone.

"This is HYDRA agent #616 and I'm bringing in the prisoners." The HYDRA agent said. "Requesting clearance to enter the base."

"_Clearance accepted."_ A voice said from the radio, "_You may enter #616. Take the prisoners to the testing bay, our leader is waiting."_

"Understood. Heading to the testing bay. Hail HYDRA!" The driver said as he salutes with one arm raised up.

"_Hail HYDRA!" _The voice on the radio said.

Then the wall moved backwards just a hair and the wall split into two. Both sides of the wall opened up and the pathway was clear. The truck began to move into the dark tunnel. The tunnel closed up again as the truck went though, making the scene look like nothing had happened.

The truck drove down the tunnel with its headlights on while the top part of the tunnel was still lit courtesy of small lights. After a few minutes of driving, the tunnel started to widen up. Then, the truck entered a big open area that has been recently cleared of all rubble and came to a stop.

Then, the doors on the back of the truck opened up and all Loki and Dr. Banner could see is blinding light. After a second of trying to get their eyes adjusted, two HYDRA agents climbed in and picked up the two prisoners, one of them grabbed Loki's arms and lifted him to his feet while the other one did the same to Dr. Banner. The two HYDRA agents pushed Loki and Dr. Banner towards the edge of the truck where four more HYDRA agents were waiting. The agents in the truck lowered both prisoners off the truck into the arms of the other agents. Two of them held Loki by his arms while the other two did the same for Dr. Banner. The two agents jumped out of the truck and walked in front of the two prisoners and started to walk towards the middle of the room with the others following them.

The room was large enough to put a whole block of houses with backyards in it. Though you wouldn't think about that considering the room was filled of machinery from computers to heavy machinery as far as the eye can see. The cement walls bear the signs of HYDRA. In the middle of the room was a strange machine, a machine that looked like the one that Loki was tortured in back in Iowa. The eight men walked over to the machine where a familiar face was waiting.

"Hello, gentlemen." The man said in a German accent. He turned around to reveal his face to them and started to walk towards them with a glass of red wine in his left hand. This man was revealed to be the Red Skull, the leader of HYDRA. "I see that you made it to our new facility in one piece."

"You!" Loki said with a scour on his face. "How DARE you hurt me, the God of Mischief. When I break these chains, I will..."

"You will do NOTHING!" The Red Skull shouted out at Loki. "You aren't in any condition to break free of your chains at the moment. So enjoy your stay here and if you cooperate with me and my 'associates', then no major harm will come to you."

"I will NEVER cooperate with a lower species like you. Your kind are only fit to serve under gods like myself." Loki said to the Red Skull.

"And yet, I'm not an ordinary man." The Red Skull said. Then he leaned closer to Loki with his glass of red wine still in hand. "I'm past being with the common life of a mortal man. I have bigger goals in mind. What started as conquering the whole planet during the Second World War is now a grander plan to gain the ultimate power of the gods and conquer every single part of this universe. "

"I won't allow you that right." Loki said, "The rightful owner of this universe and its power is ME and MINE ALONE!"

"Tsk. Tsk. Tsk. Such pity upon you mighty Loki." The Red Skull said as he turned around and took a few steps towards a table with a suitcase lying on top of it. "Unfortunately, I don't have time for your pity."

He walked to the back side of the table and put down his glass. Then he grabbed the handle on the suitcase and pulled it towards him until the suitcase was off the table. After the suitcase was off the table, the Red Skull walked back towards the two prisoners.

"For in this case is the source for my ultimate plan, the key to the universe." The Red Skull said as he held the suitcase in his arm.

He moved his left hand to the top part of the suitcase and he opened it. As he was opening it, a shiny blue light was coming from the inside of the case. The light grew brighter as he opened the suitcase wider and wider. Then the suitcase was wide open. Inside the case were many different sets of wires connecting different areas together along with a keypad off to the bottom left side. Right in the middle of the case was the powerful energy source known around the universe at the Tesseract, still glowing with a light blue aura.

"The Tesseract!" Dr. Banner said as his eyes grew bigger from the sight of the very power source that his team and himself were locating prior to the attack of the Chitauri. "But I thought that it was still on Asgard."

"It was until his 'brother' brought it to Earth." The Red Skull said.

He closed the suitcase right in front of Loki's face. Then another HYDRA agent walked up and the Red Skull handed the case off to him. After the case was out of the Red Skull's hands, he reached back and grabbed his glass of wine and took a sip.

"And now with the full power of the Tesseract in my possession, this world along with all others shall fall before the might of the Red Skull." The Red Skull said as he tightened up his hand making his glass of wine shattered in his fist.

The HYDRA agent carried the case toward a machine with some HYDRA agents working on the machine. This machine was identical to the Tesseract holder that the Red Skull used in World War II to power his destructive laser and his massive flying fortress. As the case arrived at this area, a figure could be seen doing calculations on a computer. This figure was at least twice as high as the other HYDRA agents with a metallic body.

"Dr. Zola." The Red Skull yelled out as he faced the figure. The figure turned around and showed more of himself. The figure was very big and bulky with a huge face on it that showed the face of an old man.

"Yes, mein fuhrer?" Dr. Zola said.

"You may proceed." The Red Skull replied.

"With pleasure." Zola said as he turned back around. Then he started to tap on his computer in front of him. While he was starting the sequences for the machine that was behind him , the HYDRA agent that brought over the case with the Tesseract opened up the case and face it towards Dr. Zola.

"What are they doing?" Dr. Banner asked as Dr. Zola was prepping for the experiment.

"You will see soon enough, Young Banner." The Red Skull said. Then he walked over to the case while the two prisoners were still on their knees. As he arrived at the suitcase, Dr. Zola turned around and looked at his master.

"It's ready for you, my master." Dr. Zola said.

"Excellent work, Doctor." The Red Skull said as he reach down towards the bottom part of the table.

He picked up a holding device that was very similar to the holder for the Tesseract that he used during World War II. He placed the holder over the Tesseract and the second the holder came into contact of the Tesseract, the four holding blades extended down and latch onto the Tesseract. After the Tesseract was safely locked in place, the Red Skull moved his arm up and the holder was lifted off the table.

The Red Skull walked over to the special machine and lowered the Tesseract into the opening on the top of the machine. He locked it into place and the machine started to light up with a shiny blue glow and a low volume hum could be heard coming from the machine. He turned to Dr. Zola.

"Now Dr. Zola." The Red Skull said.

"Right." Dr. Zola said as he pushed random colored buttons on the console below the computer screen.

The area next to The Red Skull and Dr. Zola began to light up. In this area were dozens of robots that neither Loki or Dr. Banner have seen before. These machines had the look of the HYDRA agents only in robotic form. These robots were connected by each a single electric plug.

As the power of the Tesseract was being transferred though these connectors, the Red Skull turned back towards the prisoners.

"You see," the Red Skull started to say, "My army will be stronger than ever! With the Tesseract's power in my possession, I will make my ultimate plan come to fruition!"

"And what is your ultimate plan?" Loki asked.

"My ultimate plan..." The Red Skull said as he bent down and put his face right in front of Loki's. "... Is to conquer the world that you could not: the world of Asgard."

Loki's eyes went wide open as the word 'Asgard' was said out of the Red Skull's mouth. His world that he grew up in and tried to take over after the banishment of his 'brother' was in danger of being taken over by a common human.

"No!" Loki said in anger. "You wouldn't step a single foot in Asgard! If I can't step you, then my former brother will stop you."

"He wouldn't have the chance because he is dead!" The Red Skull said as he rose back onto his feet. "When my army is ready to go, then anyone that wants to stop me will fall." Then he turned back to Dr. Zola and put his right arm up, signaling for Dr. Zola to stop the experiment.

When Dr. Zola saw the hand up, he pressed some more random button which made the machine to power down. After a few seconds of silence, the eyes on the robots started to glow blue. The plugs on the back of these robots disconnected from them and the dozens of robots started to walk forward towards a tunnel. Loki and Dr. Banner were pushed towards the railing overlooking the robots.

"Behold," The Red Skull said as he points to the robots. "The Ultimabots!" Then the Ultimabots stopped and turned to the Red Skull.

"These robots will be no match for the Asgardians." Loki said to the Red Skull.

"These aren't the robots that I'm going to use to take Asgard." The Red Skull said. Then he turned to the HYDRA agents keeping the 2 prisoners in place. "Get these prisoners to the power station."

"Yes SIR!" All eight HYDRA agents said in unison.

"Wait, where are you taken us?" Loki yelled out as Dr. Banner and himself were being carried away to another machine.

"In order for my army to have a chance at Asgard, they must have strength and power. That is where you two come in. With his strength and your godlike power, my army will be unstoppable." The Red Skull explained as Dr. Banner and Loki were strapped into separate chambers.

"You will pay for this!" Loki cried out.

"We will see about that." The Red Skull said. Then he turned to his assistant. "Doctor?"

"Yes my master." Dr. Zola said as he press more buttons. Just then a beep came though the base and without a single notice, an image of the Decepticon known as Dreadwing could be seen on the computer screen.

"_Zola_!" Dreadwing said, "_Have you stabilized the cube's power_?"

"I have Dreadwing. The power is completely stable and ready for your use." Dr. Zola said.

"_Well hurry up and bring the Tesseract to us now! Anymore delays and we will take it ourselves_." Dreadwing said.

"You will get the Tesseract very soon." Dr. Zola said.

"_You better or you will face the full fury of the Decepticons. Dreadwing out_." Dreadwing said as his face disappeared from the screen.

"Forgive me for the delay my lord." Dr. Zola said to his master.

"That is quite alright Dr. Zola." The Red Skull said back. "As long as we keep those 'foreigners' from our plans then we will be supreme. Now, let's stop wasting more time and move into Phase 2 of our plan. "

"Yes my lord." Dr. Zola said as he continued to press more buttons on the console in front of him.

"What are you going to do to us?" Dr. Banner asked.

"Let's just say, you might feel some tingling." The Red Skull said. "Now I must take my leave. Enjoy your stay."

He walked towards his army of Ultimabots and overlook them. "Hail HYDRA!" He said.

"HAIL HYDRA!" The Ultimabots said in unison along with the other HYDRA agents around the base. Then he walked away to his quarters ready for his plans to rise.

After he left, Loki look over to Dr. Zola and cried out, "When I'm free, I will…" He was going to give another threat when he started to feel electricity going through his body. The power of the electricity was similar to the shock treatment he got earlier that day except it was intensified tenfold. Both men cried in pain, feeling every bolt of power going throughout their bodies, having their power drained from them. The force of the electricity was strong enough that he was starting to use consciousness. The last image that he could see was the sight of a laughing Dr. Zola as his eyes closed.

[Flashback over]

"_That cursed machine!"_ Loki thought to himself as his mind returns from thinking about the past many hours. "_Because of that machine, most of my power is gone and now that less deserving human will take the throne that is rightfully mine! Well, it doesn't matter now, these humans will pay for their treachery."_ He looks over to his roommate who was still knocked out from the experiment. "_Even if I have to align myself with the likes of him to get my revenge upon them." _Then, he closes his eyes and rest.

**Will Loki and Bruce escape?**

**What do the Decepticons want with the Tesseract?**

**Could Loki's 'brother' really be dead?**

**Stay tuned to find out.**

Author's Notes: Not much to say except keep reading true believers! On to Chapter 18!

P.S. Please reread the description of this story and my review in the reviews section. Also reread Chapter 1 mainly the first part. Thank you!


	18. Sadness of the Past

**Disclaimer: I don't own Marvel or Hasbro. Thank you.**

Chapter 18: Sadness of the Past

[Date: July 11th, 2012 Time: 9:00 AM [EDT] Location: NEST Base, Washington D.C.]

The mood in the NEST base wasn't a good one. Every person in that building, Autobot and human, felt like the world that they knew is now gone. With the Tesseract and the staff in control of the Decepticons and the recovery team in Canada all but gone, the odds seem to stack against the soldiers and the agents of NEST and S.H.I.E.L.D. All hope for this world and possibly the universe seemed lost.

Laying in one of the recovery rooms was Derek, resting from the previous day's battle. His face was cut and bruised from the confirmation with the Pretenders and HYDRA with a big white bandage over his right eye. His arms does have a few bandages as well but nothing too severe. His legs were in rougher shape than his arms but thankfully nothing was broken but his left leg was sprained from being pushed out of the falling debris. His sprained leg will heal quickly along with his bruises and cuts.

Standing outside the recovery room was none other than Natasha, who was also bandaged up. She was still in a bit of pain but the thought of nearly losing a new teammate was still in her mind. After a moment or two, Clint came walking over from the debriefing area and he stopped where Natasha was standing.

"Are you okay Natasha?" Clint ask her.

She gave out a silent sigh and said, "I'm fine Clint."

"Are you sure? Because you are a bit quiet this morning." Then he turned his head and looked at the sleeping soldier. "You are worried about him, aren't you?"

"No I'm not!" Natasha said with some frustration in her voice. Then she turns around and crossed her arms together.

"It's OK Natasha." Clint said as he put his right hand on her right shoulder. "All of us are worried about him too."

"I know, Clint. It's just…" she said, "… I am not use to being saved by anybody, especially anybody that I just met a few hours prior."

"Don't you worry about him." Clint said, "He will be fine and be ready for action in no time. May I remind you of where you were at this time yesterday?"

Natasha took a few moments to remember where she was when she woke up after the crazy night of battling killer robots on board the Helicarrier. She remembered waking up in the infirmary with a bandage wrapped over her head. She also remembered walking towards the bridge when she heard the message that Fury and the others received from one of the engineers while staying in the corner for she wouldn't be noticed by any of the crew members.

"I can't argue with that." She said as her mind comes back to Derek's condition. "I just can't stop thinking that this is my fault."

"It's not your fault." Clint said. "Sometime these things happen and you must get by them. Besides if he didn't think on his feet, it would be you in that bed with possibly more injuries or even worse." He walks closer to her and gave her a kiss on her forehead. "Just be lucky that both of you made it out of there without major injuries."

Natasha nods her head and said, "I know." Then she turns away and walks towards the debriefing table with her head still down, leaving Clint at the doorway wondering if she will be okay.

As she was walking towards the debriefing table, a familiar figure was leaning on the railing, overlooking the staff members below. That figure was none other than Captain America, who was still in shock from discovering that his sidekick, his teammate, and more importantly, his friend, was working for HYDRA. He didn't know what to think of his friend anymore.

After a few moments of silence, he gave out a big sigh. Then he heard the sound of footsteps coming from his left side. He turns his head and spots a red and blue torso looking straight at him. Then he looks up and sees the face of the Autobot leader: Optimus Prime, looking down right at him.

"Is everything all right?" Optimus said to Steve.

"Yea." Steve answers. "It's just I don't know what to do right now."

Optimus nods his head. "Is it about your friend?"

Steve took a moment and gave out another sigh. "I can't believe that he would betray me. Was it my fault that he turned into this evil agent of HYDRA?"

"I don't think it was." Optimus said. "You know that better than any of us."

"Yes, that is true." Steve said, "But what could have made him to change?"

"Sometime the people that we know could have a side that nobody knows about." Optimus said with some sadness on my face when he told Steve that sentence.

"Sounds like it hits home for you." Steve said.

Optimus nods his head again. "Yes it does. I also had a friend that betrayed me."

"Oh yea?" Steve asked. "Who?"

"Megatron." Optimus said with some pain in his breath.

Steve's eyes grew wider when Optimus said the name of his enemy. "Megatron? Megatron was your friend?"

"More than friends, we were brothers." Optimus explains. "You see, Megatron and I were the protectors of our planet of Cybertron. We ruled for over two generations finding ways on protecting and advancing the whole planet. I was leading the science division while Megatron was the leader of the defense division. Over time, however, Megatron started to get too aggressive of many situations such as politics and taking my instruction and decided to use force against anyone that question him. Eventually his anger consumed him and he broke away from the order. That in turn gave him the opportunity to form the rebel group known as the 'Decepticons'." He gave a big sigh with a drop of energon (Cybertronian tear) running down his right cheek.

"Sounds like we are in the same boat, huh?" Steve said as a small tear came down from his cheek from hearing Optimus' story.

"Sometimes our worst enemy is our greatest friend." Optimus said. "The loss of my friend and my brother costs us dearly with the destruction of our planet along with many that we had cared for. I do not attend to let the same fate of Cybertron happen to any more worlds. I believe that your friend was aligned with the group known as HYDRA only to see you again. Maybe still in that darkened heart is the soul of your friend. Give him some time alone and maybe have your old friend back."

"Thanks Optimus." Steve said. "I know now that the Bucky that I know could still be in him, I just need to find it."

"And you will, Captain America." Optimus said as he turns backwards and returns to the debriefing area for new Intel on the newest Decepticon activity and the current status of the fate of the recovering team, leaving a once-depressed Avenger, now filled with new confidence and hope, to his thoughts.

Meanwhile, the Autobots were sitting around where the Wreckers were resting, wondering what the next move was. Right now, all that was over there were Skyfire, Mirage, Sideswipe, and the Wreckers, all of them were in their vehicle modes. Bumblebee was already gone taking Sam to work and to make sure that both Carly and Daniel were okay. After a few minutes of quietness, the sound of a car could be heard coming from the car entrance. The six waiting Autobots transformed and looked to the entrance, hoping it was one of their lost comrades. But, the sound was coming from Bumblebee, who was returning from dropping off Sam at work. When Bumblebee arrives, he transforms and walks over to the group of Autobots. Then, Optimus walks over from the debriefing area.

"So, any word on Ratchet and the others?" Bumblebee asked.

Optimus shuck his head. The other Autobots gave a big sigh and lowered their heads in sadness and frustration.

"Do we have any idea where the Decepticons are?" Skyfire ask Optimus.

"At this current moment, we do not have any information regarding the location of the Decepticons or what their current plan is." Optimus said.

"Then all hope is lost." Mirage said. "Our numbers have been cut in half and the Decepticons have a new toy to play with."

"While the odds do stack against us," Optimus said, "This battle has only begun. We have been in this situation before, on Cybertron and on Earth. We must not give up on these people or on this planet."

The seven Autobots looked at each other and nodded knowing that Optimus was right. They can't give up on these humans quite yet. Earth is now their home and they can't let anybody take it away from them. Then, Optimus started to hear static in his comlink.

"_Optimus…...can you… …hear me?"_

"Ratchet, is that you?" Optimus said as he put two fingers near his right ear.

"_Yes, it's m…"_ Ratchet said as the transmission starts to fade just a bit.

"What's your current location?" Optimus said as the other Autobots jump to their feet.

"_We are at the blast zo... We have a fe … people hu…t and w … need some… sistance immedi …"_

"Help is on the way Ratchet. Stay where you are."

"_Wil... do Opti…" _Then the transmission was cut off.

Optimus turns to the debriefing area. "I just got a transmission from Ratchet telling me that he is okay and needs some medical assistance immediately!"

"Okay." One of the staff members upon the debriefing platform said. "Where are they at?"

"He told me that they are currently at the site of the blast zone." Optimus said.

The staff member ran to the speaker and called in a medical recovery team for the newly found team in Canada.

"Skyfire." Optimus said as Skyfire came walking up towards him.

"Yes Sir?" Skyfire said.

"Go with them and make sure that the others made it back safely." Optimus orders Skyfire.

"Yes Sir!" Skyfire said as he starts to run towards the exit and transforms to jet mode and heads towards where the C-17s were resting. As Skyfire was leaving the base, a concerned Nick Fury came walking into the picture when he notices the action around the base.

"What's going on here?" He asked the staff member who was giving information to the recovery team.

"We found the team in Canada and are currently prepping to go rescue them." The staff member answered Fury. Fury's good eye opened wider when he heard the news.

Soon after the call was made, three C-17s and four Quinjets took off from the nearby airbase with Skyfire leading the charge as they head to the northwest, ready to recover the missing team.

**Will the team be fully united again?**

**Stay tuned to find out.**

Author's Notes: I hope everyone is enjoying the chapters so far. I'm also working on another story at the current moment, it's for all of you that love to watch Nickelodeon. So if you like Nick, then check it out. It's called 'Nicktoons Reunite'. It's based upon the video game 'Nicktoons Unite' except this story is almost like a sequel. To find it, just chick on my name and you should find it. Keep reading True Believers and on to Ch. 19.


	19. Darkness of the Present

**Disclaimer: I don't own Marvel or Hasbro. Thank you.**

Chapter 19: Darkness of the Present

[Date: July 11th, 2012 Time: 11:00 AM [MDT] Location: Alberta, Canada]

The sun is now looking down upon this area which not long ago held miles and miles of timber and wildlife but now was covered in massive amounts of dirt and debris. The glorious trees that gave this area its beauty were now gone. The animals that knew this place as home were gone as well. All that was left were craters from the energy blasts of the Decepticons and scattered around were also dead machine parts from the Vheicons that didn't last through the battle. Everything was gone except for one thing: a medium sized tree standing about 30 feet from where the battle first began. This tree survived the massive blast of energy from the Tesseract because it was aided by the king of Asgard: Thor.

Thor still laid on the ground, still unconscious from the massive blow from one of the missiles that were fired by the Decepticon known as Astrotrain. The force of the blow made him hit the tree hard, even with his Asgardian armor on. Lying next to him is his hammer: Mjolnir. But he wasn't alone; sitting next to him is one of his most loyal friends: Lady Sif, who has been watching and caring over him.

Sitting in one of the craters about 40 feet from the lone tree are the rest of Thor's friends: the Warrior Three, (consisting of Hogun the Grim, Fandral the Dashing, and Volstagg the Valian), who were sitting around a campfire with many of the men from NEST and SHIELD who aided them throughout the battle. All three of those warriors were waiting for their leader to wake up. Sitting now too far away from them are the Autobot Twins, Skids and Mudflap, who were surprisingly dead quiet. (Guess the battle made them speechless)

Up on a nearby hill, Ratchet was aiding Tony and Rhody with fixing their armors which were critically damaged. Tony and Rhody still had on their lower parts of their armors while the upper parts were lying on some side armor that originally belonged to a Vhelicon.

Sitting on a broken log not far from Ratchet's position is Arcee, who was looking over the vast wasteland that this area had become. She was still in a bit of shock by the battle that took place not too long ago. Her spark was almost extinguished by the hands of Breakdown and Knockout, not to mention Breakdown mentioning the name of her closest partner, Tailgate, who perished on Cybertron during the Cybertronian Wars.

Walking up from the fire pit heading towards her was the newest arrival of the Autobots: Hot Rod. Hot Rod walks slowly towards her with his gold and maroon armor glaring in the light of the sun. The sun also shows his helmet (which has a resemblance of Hawkeye's helmet in 'The Avengers' comics) and his spoiler on his back that could be seen as wings of some kind. When he reaches Arcee, he passes by her and walks over the log. Then he sits down beside her, hoping to get a conversation with his old friend. After a minute of silence, Arcee breaks the silence.

"So, how did you get here?" She asks.

Hot Rod gave a big sigh before answering Arcee's question.

"I have been here for quite some time." He said.

"How long have you been on Earth?" She asks.

"Longer than any Autobot." He said. "You see, it all started shortly after the All-Spark was launched from Cybertron."

[Flashback to the moments after the All-Spark left Cybertron's orbit.]

(We see the scene of Cybertron, which was littered with piles and piles of dead Cybertronians.)

"_My team and I were defending ourselves from a group of Decepticons when we saw the light of the All-Spark flying off world. When I saw it, I saw the hope of us winning this war was sent into the vast of space. I know that our main goal from that point on was to find the All-Spark and return it to our people. After we defeated them, I told my team that we need to find the All-Spark."_

"_So we quickly ran towards the Decepticon capital of Kaon taking down any Decepticon that was in our way. We eventually made it to one of the ship hangers but before we could make it to a warship, we were surrounded. Then acting on courage, my teammate and best friend, Cliffjumper, gave himself up to give us time to board the warship. I beg him to come with us, but he knew that one of us had to stay behind. As the warship launched, I saw the final moments of my friend being torn apart by dozens of Decepticons. From that point on, I knew the only way to stop this fighting was to located the All-Spark, for Cliffjumper."_

"_My team and I searched for solar cycles (_1_ Solar cycle_=100 Earth years)_, searching in just about every part of the galaxy, but couldn't find the All-Spark. When my team and I were about to lose hope of finding it, we detected it on a faraway planet called Earth. So, we took off for the All-Spark, not knowing that we had an extra 'guest' on board."_

"_When we arrived outside the atmosphere roughly 500 earth years ago, we discovered the All-Spark landed in a valley near where the place called 'Arizona' is currently located. We were about to deploy to the Earth's surface when the 'Intruder' alarm sounded. Then, the door slid open and standing in the doorway was the Leader of the Decepticons: Megatron."_

"_Apparently, he had hitched a ride when he discovered the All-Spark's location. My team and I fought him with all we had but he easily overpowered us. So, I activated the ship's self-destruct countdown, in hopes to keep Megatron from ever finding the All-Spark. When the ship self-destructed, Megatron and I were hurled towards the Earth with Megatron heading for the icy north and me heading for the landmass known as Europe, where I crash landed in the cold landscape of what these humans call 'The Alps', where I laid in snow and cold."_

"_About 5 earth years ago, the snow around the Alps were melting due to 'global warming', as the humans call it, and I slowly arise from my hyper sleep. So, I slowly made my way from the mountains down to civilian, where I assumed an alternative mode so I could find my way to the All-Spark. But, shortly after, I found out, through the 'Internet' that the All-Spark was destroyed and that a team of Autobots were located in the city known as 'Washington D.C.' So I attempted to get there only to accidentally being transferred to this place."_

[The scene returns back to Arcee and Hot Rod sitting on the hill on the broken log]

"And that is how I ended up here." He finishes his story.

Arcee sat there for a few moments before saying another word.

"So, you have been here for some time." She finally said.

"Yes, a very long time. When I heard about the Decepticons trying to bring Cybertron to Earth, I knew that the All-Spark wasn't the only way to bring back Cybertron." He said.

"There is another way?" She asks.

"I don't know if there is or not, but as long as there is one of us that still has hope for our planet, then Cybertron will be restored." Hod Rod said.

Both Arcee and Hot Rod sat for a few moment of silence until the voice of Lady Sif could be heard coming from the tree.

"Hey, Thor's waking up!"

Arcee and Hot Rod both got up and start running down the hill heading towards Thor's position. Tony also heard Sif's voice and he starts heading that direction as well while Rhody and Ratchet follow closely behind. The other members were already gathering around the lone standing tree.

After a few moments, Thor's eyes slowly start to open. His light blue eyes awaken to see Sif looking down at him with a small smile on her face. Standing closely behind her are Hogun, Fandral, and Volstagg along with Ratchet, the Twins, Arcee and Hot Rod along with Rhody and Tony standing to the right of Thor.

"What...what happened?" Thor said.

"You have been unconscious for some time." Sif said.

Thor thought to himself for a few seconds until his eyes start to widen up, realizing that something was missing.

"Where's the Tesseract?" Thor asked.

"It... it was taken." Sif replied.

When Thor hears the news, he jumps quickly to his feet and starts walking past his teammates and the Autobots. He stops and places his right arm behind him. As he does that, his hammer arises from the ground and heads straight for his hand. He grabs the handle when it arrives and then he turns back.

"We mustn't waste any time!" Thor begins to say as he whirls his hammer in a circular motion building enough energy so he could fly over the Earth. But as he is ready to take off, he finds himself in some pain and falls back to the ground. He breathes heavily with sweat coming down from his long blonde hair.

"What is this pain I'm feeling?" He asks.

"Thor, you are still weak from the battle." Sif said as she runs to her side.

"But I promise Heimdall that I wouldn't use the Tesseract." Thor said as he tries to stand on his feet.

"We all promise that." Volstagg said. "We know we must find it but you aren't in any shape to fight."

"We will find the Tesseract." Sif said as she helps Thor to get back on her feet. Then she looks at everyone standing in front of her and Thor. "All of us."

Just then, the sound of copter blades starts to fill the sky. Coming out of the east came helicopters along with a Quinjet. The Quinjet flies lower to the ground before the nose starts to rise towards the sky. Then, the Quinjet starts to transform and reveals Skyfire, who hovers over them and lands onto the ground.

"Man, am I glad to see you guys." Skyfire said as he walks over to Ratchet. "We thought that all of you were sent to the scrapheap."

"It will take more than a few 'Cons to take us down." Ratchet said.

"This isn't the time to chatter." Arcee said as she walks towards Skyfire and Ratchet. "We need to regroup."

"Arcee's right, we need to head back to base." Ratchet said.

Shortly after, Thor along with Sif and the Warrior Three were loaded upon the helicopter while Tony and Rhody grab their top portions of their suits and load them up upon Skyfire. Then both of them board him. Meanwhile Arcee, Hot Rod, Ratchet, and the Twins transform into their alternative modes (with Hot Rod transforming into a modified maroon and gold 2012 Ford Mustang with a big spoiler on the back) and follow Skyfire's path heading to where the C-17s were waiting.

[Meanwhile on Asgard]

Heimdall, who has been well aware of the current situation, is standing at his post upon the edge of the Bifrost Bridge. With his sword safely in hand, he gases upon the realm of Midguard, ready for an imminent attack.

"_The king has failed in keeping the Tesseract safe." _Heimdall thought. _"So I will have no choice but to destroy it. Let's hope that Thor finds it before they harm us."_

**Will Thor find the Tesseract?**

**Stay tuned to find out**

Author's Notes: After three months of waiting, I finally present Ch. 19! Ch. 20 is currently being typed as we speak and will be done soon. Keep on reading True Believers, onto Ch. 20!


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